Common use of Cash Collateral Account Clause in Contracts

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “"Cash Collateral Account”") described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (a) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given the Administrative Agent, at the direction or declaration made by with the consent of the Required Lenders, may require the Borrower, to deliver to the Administrative Agent pursuant such amount of cash as is equal to this Article VI shall affect 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit in accordance with shall have drawn or be entitled at such time to draw thereunder), (b) if the terms of such Issuing Bank has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in a Letter of Credit Borrowing, or (iic) if, as of the obligations of each Lender in respect of each such Letter of Credit; providedCredit Expiration Date, howeverany Letter of Credit Obligation for any reason remains outstanding, that the Administrative Agent will retain such amount as may then be required to be retained, such amounts in each case under clauses (a) through (c) above to be held by the Administrative Agent in a Cash Collateral Account. The Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative Agent, for the benefit of the Issuing Bank 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 Borrower’s Letter of Credit Obligations as and when the same shall arise. The Administrative Agent 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 Borrower (unless an Event of Default has shall have occurred and is be continuing, in which case the Administrative Agent determination as to investments shall be made at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount option and in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear discretion of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent), and amounts deposited in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the 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 the Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Bank for a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Borrower, to be applied against the Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply direct. If the amounts then on deposit in the Borrower is required to provide Cash Collateral Accountpursuant to this Section 2.04(10), toward such amount (to the payment in full of any of the LC Outstandings extent not applied as and when such obligations aforesaid) shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign be returned to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.demand, provided, that after giving effect to such return

Cash Collateral Account. Notwithstanding anything At any time and from time to time (i) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of the Required Dollar Lenders shall, require the Borrower to this Article VI shall affect deliver to the Administrative Agent such additional amount of cash as is equal to 100% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit in accordance with the terms of shall have drawn or be entitled at such Letter of Credit or time to draw thereunder) and (ii) in the obligations event of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.6(b), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion). The Borrower hereby grants to the Administrative Agent Agent, for the benefit of the LC Issuing Banks Lender and the Lenders Dollar Lenders, a Lien upon and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on deposit therein to secure its reimbursement obligations the investment of such amounts in respect Cash Equivalents, which investments shall be made at the direction of Letters the Borrower (unless a Default or Event of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orDefault shall have occurred and be continuing, in which case the case determination as to investments shall be made at the option and in the discretion of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply Agent), 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 Issuing Lender, under any Letter of Credit at any time during which any amounts then on deposit are held in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign deliver to the Borrower any cash then Issuing Lender 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 the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Lien Issuing Lender for all of its obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to Section 2.6(b), such amount (including interest), to the extent not applied as aforesaid, shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the Cash Collateral Account Aggregate Revolving Dollar Credit Exposure would not exceed the aggregate Dollar Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the funds therein Borrower is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall automatically terminatebe returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any the LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority LendersLenders (except upon the occurrence of a Bankruptcy Event), upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank Wachovia for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Bank and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings obligations as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything Upon the Bank’s demand therefor with respect to any given Letter of Credit, and in the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation case of any LC Issuing Bank to make any payment under any Letter of Credit which expires according to its terms after the Maturity Date of the Revolving Credit Facility, the Borrower shall Cash Collateralize such Letter of Credit in accordance with an amount equal to 110% of the terms sum of aggregate undrawn amounts of such Letter of Credit plus all related fees and other amounts due or (ii) the obligations of each Lender to become due in respect of each connection with such Letter of Credit; provided, however, that if an Event of Default has occurred Credit and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice related LC Obligations. The Borrower hereby pledges to the Borrower, require Bank and grants to the Borrower to deposit with the Administrative Agent an amount Bank a security interest in all Cash Collateral held in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at from time to time and all times be free and clear proceeds thereof, as security for the payment of all rights Obligations, whether or claims of third partiesnot then due or payable. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts From time to time after cash is deposited in the Cash Collateral Account shall bear interest (which Cash Collateral Account may, in the Bank’s sole discretion, be a separate, segregated account maintained at a rate equal the Bank), the Bank may apply Cash Collateral then held in the Cash Collateral Account to the rate generally offered by Citibank for deposits equal to payment of any amounts, in such order as the amount deposited Bank may elect, as shall be or shall become due and payable by the Borrower to the Bank with respect to the LC Obligations. Neither the Borrower nor any other Person claiming by, thru, under or on behalf of the Borrower shall have any right to withdraw any of the Cash Collateral held in the Cash Collateral Account, for a term to be determined by provided that upon termination or expiration of all Letters of Credit and the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit payment and satisfaction of all of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its rightObligations, title and interest in, the any Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then remaining in the Cash Collateral Account and shall be returned to the Lien Borrower unless an Event of Default then exists (in which event the Administrative Agent on the Bank may apply such Cash Collateral Account and to the funds therein shall automatically terminatepayment of any other Obligations outstanding, with any surplus to be turned over to the Borrower).

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank Bank of America for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to (a) Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the contrary contained hereinTrustee, no notice given or declaration made by in the Administrative Agent pursuant to this Article VI shall affect (i) the obligation name of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; providedTrustee, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, as a Series Account on behalf of the Majority LendersInvestor Holders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral a segregated trust account (the “Cash Collateral Account”) described below equal bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor Holders. In order to provide for the prompt payment to the LC Outstandings on such date. Such Investor Holders, to assure availability of the amounts maintained in the Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall at hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. Trustee shall possess all times be free right, title and clear of interest in all rights or claims of third partiesfunds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control ofof Trustee for the benefit of the Investor Holders. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible Institution, the Administrative AgentTransferor shall notify Trustee, and Trustee upon being notified (or Servicer on its behalf) shall within 10 Business Days establish a new Cash Collateral Account meeting the conditions specified above, and shall transfer any cash or any investments to such new Cash Collateral Account. Trustee, at the direction of Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts deposited and at the times set forth in this Series Supplement. All withdrawals from the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower be made in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatepriority set forth below.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (i) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of the Required Lenders shall, require the Borrower to this Article VI shall affect deliver to the Administrative Agent such additional amount of cash as is equal to 105% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit in accordance with the terms of shall have drawn or be entitled at such Letter of Credit or time to draw thereunder) and (ii) in the obligations event of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.6(b) or Section 2.6(e), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts in each case under clauses (i) and (ii) above to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion). The Borrower hereby grants to the Administrative Agent Agent, for the benefit of the LC Issuing Banks Lender and the Lenders Lenders, a Lien upon and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on deposit therein to secure its reimbursement obligations the investment of such amounts in respect Cash Equivalents, which investments shall be made at the direction of Letters the Borrower (unless a Default or Event of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orDefault shall have occurred and be continuing, in which case the case determination as to investments shall be made at the option and in the discretion of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply Agent), 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 Issuing Lender, under any Letter of Credit at any time during which any amounts then on deposit are held in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign deliver to the Borrower any cash then Issuing Lender 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 the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Lien Issuing Lender for all of its obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to Section 2.6(b), such amount (including interest), to the extent not applied as aforesaid, shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the Cash Collateral Account Aggregate Credit Exposure would not exceed the aggregate Commitments or the Maximum Availability at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the funds therein Borrower is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall automatically terminatebe returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (a) after the contrary contained hereinoccurrence and during the continuance of an Event of Default with respect to such Borrower, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of the Required Banks shall, require such Borrower to this Article VI shall affect deliver to the Administrative Agent such additional amount of cash as is equal to 102% of the aggregate Stated Amount of all Letters of Credit issued for the account of such Borrower at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (b) in accordance with the terms event of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.01(b), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts in each case under clauses (a) and (b) above to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal ). Each Borrower hereby grants to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, for the benefit of the Issuing Banks and the Banks, a Lien upon and security interest in its Cash Collateral Account and all amounts deposited held therein from time to time as security for Letter of Credit Exposure with respect to such Borrower, and for application to such Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Amounts in the Cash Collateral Account shall not bear interest interest. In the event of a drawing, and subsequent payment by any Issuing Bank, under any Letter of Credit at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent 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 the Issuing Banks for a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks applicable Borrower, to be applied against such Borrower’s Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply the amounts then on deposit in the direct. If any Borrower is required to provide Cash Collateral Accountpursuant to Section 2.01(b), toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullamount, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the extent not applied as aforesaid, shall be returned to such Borrower on demand, provided that after giving effect to such return (i) the aggregate Revolving Credit Exposure would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default with respect to such Borrower shall have occurred and be continuing at such time. If any cash then in the Borrower is required to provide Cash Collateral Account and as a result of an Event of Default with respect to such Borrower, such amount (to the Lien extent not applied as aforesaid) shall be returned to such Borrower within three (3) Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault with respect to such Borrower have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any the LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”"CASH COLLATERAL ACCOUNT") described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank Wachovia for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Bank and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings Obligations as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (a) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of the Required Banks shall, require Borrower to this Article VI shall affect deliver to the Administrative Agent such additional amount of cash as is equal to 102% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (b) in accordance with the terms event of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.01(b), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts in each case under clauses (a) and (b) above to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal ). Borrower hereby grants to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, for the benefit of the Issuing Bank and the Banks, a Lien upon and security interest in the Cash Collateral Account and all amounts deposited held therein from time to time as security for Letter of Credit Exposure, and for application to Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Amounts in the Cash Collateral Account shall not bear interest at interest. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the 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 the Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Bank for a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of Borrower, to be applied against the LC Issuing Banks Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Accountdirect. If Borrower is required to provide cash collateral pursuant to Section 2.01(b), toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullamount, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the extent not applied as aforesaid, shall be returned to Borrower any on demand, provided that after giving effect to such return (i) the aggregate Revolving Credit Exposure would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If Borrower is required to provide cash then in collateral as a result of an Event of Default, such amount (to the Cash Collateral Account and the Lien extent not applied as aforesaid) shall be returned to Borrower within three (3) Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any the LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank Bank One for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Bank and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings Obligations as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything At any time and from time to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect time (i) during the obligation continuance of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingDefault, the Administrative Agent shall Agent, at the requestdirection, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, may require the Borrower to deposit with deliver to the Administrative Agent an such additional amount of cash as is equal to 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 (ii) in the event of a prepayment under SECTION 2.5(B), the Agent will retain such amount as may then be required to be retained under the proviso in SECTION 2.5(B), such amounts in each case under clauses (i) and (ii) above to be held by the Agent in a cash collateral account (the “"Cash Collateral Account”") described below equal to as security for, and for application to, the LC Outstandings on such date. Such Cash Collateral Account Borrower's Reimbursement Obligations as and when the same shall at all times be free and clear of all rights or claims of third partiesarise. The Agent 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 Collateral Account Equivalents, which investments shall be maintained with made at the Administrative Agent direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to which investments shall be made shall be at the option and in the name ofdiscretion of the Agent; provided that the Agent shall have no liability with respect thereto), and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Agent will deliver to the 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 the Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Bank for a term to all of its obligations thereunder shall be determined held by the Administrative AgentAgent (i) in the case of funds held pursuant to clause (i) above during the continuance of an Event of Default, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and Borrower, to be applied against the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings Obligations then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall they become due and payable. Upon payment payable in fullsuch order as the Agent may direct and (ii) in the event funds held pursuant to clause (ii) above, after where the termination of Borrower is required to provide cash collateral pursuant to SECTION 2.5(B), such amount (to the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign extent not applied as aforesaid) shall be returned to the Borrower any on demand, provided that after giving effect to such return (i) the sum of (y) the aggregate principal amount of all Loans outstanding at such time and (z) the aggregate Letter of Credit Outstandings at such time would not exceed the Total Commitment at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide cash then in collateral as a result of an Event of Default, such amount (to the Cash Collateral Account and extent not applied as aforesaid) shall be returned to the Lien Borrower within two (2) Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Section 6.01 shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an upon the occurrence and during the continuance of any Event of Default has occurred and is continuingDefault, the Administrative Agent shall at the request, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on aggregate maximum amount available to be drawn under all Letters of Credit outstanding at such datetime. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank the Administrative Agent for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Agent in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the Lenders and the LC Issuing Banks and the Lenders a Lien in on, and hereby assigns to the Administrative Agent for the benefit of the Lenders and the LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may may, and, upon the Borrower’s request, shall, apply the amounts then on deposit in the Cash Collateral Account, in such priority as the Administrative Agent shall elect, toward the payment in full of any or all of the LC Outstandings Borrower’s obligations hereunder as and when such obligations shall become due and payable. Upon the earlier to occur of (a) payment in full, after the termination of the Letters of Credit, of all such obligationsobligations and (b) the date on which all Events of Default shall have been cured or waived, the Administrative Agent will repay and reassign to the Borrower any cash then on deposit in the Cash Collateral Account Account, and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to If during the contrary contained herein, no notice given or declaration made by Early Prepayment Period (as defined in the Administrative Agent pursuant to this Article VI shall affect Note) (i) the obligation any Asset Guarantor shall sell any Asset to a third party that is not an Affiliate of Borrower, any LC Issuing Bank to make any payment under any Letter of Credit Asset Guarantor or Guarantor in an arms-length transaction, all in accordance with the terms provisions of Section 8.2 below and such Letter Asset is released from the lien of Credit the Loan Documents, or (ii) the obligations if any payment of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and principal is continuing, the Administrative Agent shall at the request, received by any Asset Guarantor or may with the consent, Borrower under any of the Majority LendersAsset Loans, upon notice then the Net Sales Proceeds of the sale under clause (i) immediately above and/or the amounts received under clause (ii) immediately above, as applicable, shall be deposited into an account to the Borrower, require the be established by Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal and governed by the Cash Collateral Agreement. So long as there is no Default or Event of Default continuing and Lender has approved (in Lender’s sole and absolute discretion) the New Asset (as defined below), Borrower shall have the right to apply the LC Outstandings on such date. Such funds in the Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The for making new, first priority mortgage loans (the “New Asset”); provided, however, that the amount available for disbursement from the Cash Collateral Account for each New Asset shall not exceed forty percent (40%) of the amount advanced by Borrower for such New Asset. Lender may approve such New Asset in Lender’s sole and absolute discretion and thereafter, concurrently with any disbursement of any amounts from the Cash Collateral Account, the New Asset must be maintained with the Administrative Agent properly pledged to Lender in the name ofsame manner as the existing Asset Loans, and under in order for Borrower to receive any such disbursement. Borrower shall deliver a request for disbursement to Lender, at least twenty-one (21) days prior to the sole dominion and control ofrequested date of funding, together with all information necessary for Lender to evaluate the Administrative Agent, and amounts deposited New Asset (similar to the conditions set forth in Section 3.1). Interest (if any) on the funds contained in the Cash Collateral Account shall bear interest at a rate equal accrue for the benefit of Borrower and shall be added to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral AccountAccount for use as provided herein. If there is an Event of Default, for a term to Lender may, but shall not be determined by obligated to, exercise its remedies under the Administrative AgentCash Collateral Agreement and the other Loan Documents. At any time, and in its sole discretion. The , Borrower hereby grants may elect to the Administrative Agent for the benefit apply all or any portion of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then held in the Cash Collateral Account and the Lien as a partial repayment of the Administrative Agent on Loan, and once paid, such amounts shall not be re-advanced to Borrower. Notwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents, this Section 2.4(b) shall be of no force or effect unless and until Borrower, Lender and a bank acceptable to Lender in its reasonable discretion shall have entered into Cash Collateral Account Agreement in form and the funds therein shall automatically terminatesubstance reasonably acceptable to Lender.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrower shall, on Fleet's or Agent's request, forthwith deposit with Agent, in cash, an amount equal to the aggregate amount of LC Outstandings. If Borrower fails to make such deposit on the first Business Day following Agent's or Fleet's demand therefor, Lenders may with the consent, (and shall upon direction of the Majority Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrower to Agent or any Lender with respect to the LC Outstandings that may be then outstanding. Neither Borrower nor any other Person claiming by, through or under or on such date. Such behalf of Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrower).

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Section 6.01 shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, provided that if an upon the occurrence and during the continuance of any Event of Default has occurred and is continuingDefault, the Administrative Agent shall at the request, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to 102% of the LC Outstandings on aggregate maximum amount available to be drawn under all Letters of Credit outstanding at such datetime. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank the Administrative Agent for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Agent in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the Lenders, the LC Issuing Banks and the Lenders Swing Line Banks, a Lien in on, and hereby assigns to the Administrative Agent for the benefit of the Lenders, the LC Issuing Banks and the Lenders Swing Line Banks all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of CreditCredit or repayment obligations in respect of the Swing Line Advances, as applicable. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may may, and, upon the Borrower’s request, shall, apply the amounts then on deposit in the Cash Collateral Account, in such priority as the Administrative Agent shall elect, toward the payment in full of any or all of the LC Outstandings Borrower’s obligations hereunder as and when such obligations shall become due and payable. Upon the earlier to occur of (a) payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.Obligations and

Cash Collateral Account. Notwithstanding anything At any time and from time to time after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given the Administrative Agent, at the direction or declaration made by with the consent of the Required Lenders, may require the Borrower, to deliver to the Administrative Agent pursuant such Dollar Amount of cash as is equal to this Article VI shall affect 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amounts to be held by the Administrative Agent in accordance with a Cash Collateral Account. The Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the terms Administrative Agent, for the benefit of such the Issuing Banks and the Revolving 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 or (ii) Usage, and for application to the obligations of each Lender in respect of each such Borrower’s Letter of Credit; providedCredit Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, howeverincluding the exclusive right of withdrawal, that if 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 Borrower (unless an Event of Default has shall have occurred and is be continuing, in which case the Administrative Agent determination as to investments shall be made at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount option and in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear discretion of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent), and amounts deposited in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent 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 a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Borrower, to be applied against the Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply direct. If the amounts then on deposit in the Borrower is required to provide Cash Collateral Accountpursuant to this Section 2.04(l), toward such amount (to the payment in full of any of the LC Outstandings extent not applied as and when such obligations aforesaid) shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign be returned to the Borrower any cash then in on demand, provided that after giving effect to such return (A) the sum of (1) the aggregate principal dollar amount of all Revolving Loans outstanding at such time and (2) the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and (B) no Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide Cash Collateral Account and as a result of an Event of Default, such amount (to the Lien extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Obligations, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrower shall, on Fleet's or Agent's request, forthwith deposit with Agent, in cash, an amount equal to the aggregate amount of LC Obligations. If Borrower fails to make such deposit on the first Business Day following Agent's or Fleet's demand therefor, Lenders may with the consent, (and shall upon direction of the Majority Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrower to Agent or any Lender with respect to the LC Outstandings Obligations that may be then outstanding. Neither Borrower nor any other Person claiming by, through or under or on such date. Such behalf of Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Obligations, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrower).

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Obligations, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, time that if an Event of Default exists, (ii) on or at any time after the Commitment Termination Date, or (iii) on the day that is 30 days prior to the last day of the Term, then Borrowers shall, on Issuing Bank’s or Agent’s request, forthwith pay to Issuing Bank the amount of any LC Obligations that are then due and payable and shall, upon the occurrence of any of the events described in clauses (i), (ii) and (iii) hereinabove, Cash Collateralize all outstanding Letters of Credit. If notwithstanding the occurrence of one or more of the events described in clauses (i), (ii) and (iii) in the immediately preceding sentence Borrowers fail to Cash Collateralize any outstanding Letters of Credit on the first Business Day following Agent’s or Issuing Bank’s demand therefor, Lenders may (and shall upon direction of Agent) advance such amount as Revolver Loans (whether or not the Commitment Termination Date has occurred or an Out-of-Formula Condition is created thereby), funded to Agent for the account of Borrowers. Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and is continuingshall be invested by Agent, the Administrative Agent shall at the within a reasonable amount of time following Borrowers’ request, or may with in Cash Equivalents. Each Borrower hereby pledges to Agent and grants to Agent a security interest in, for the consent, benefit of Agent in such capacity and for the Majority Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations (including LC Obligations), whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrowers to Issuing Bank, Agent or any Lender with respect to the LC Outstandings on such date. Such Obligations; provided, that if at any time the LC Obligations are reduced without the application of Cash Collateral Account to such LC Obligations, absent an Event of Default, the portion of Cash Collateral related to such LC Obligations so reduced shall at all times be free and clear promptly paid by Issuing Bank to Borrowers. Neither Borrowers nor any other Person claiming by, through or under or on behalf of Borrowers shall have any right to withdraw any of the Cash Collateral held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Obligations, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower Borrowers unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding and, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the extent so applied, such Cash Collateral Account and shall be applied in accordance with the Lien provisions of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateSection 5.5, with any surplus to be turned over to Borrowers).

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit or Green Letter of Credit in accordance with the terms of such Letter of Credit or Green Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit or Green Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower or any Significant Subsidiary under the Federal Bankruptcy Code, such deposit requirement shall be automatically due and payable. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI The Borrower shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such establish a Cash Collateral Account shall at all times be free and clear in which to deposit Collateral consisting of all rights cash or claims of third partiesCash Equivalents from time to time. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, of the Agent and under the Agent shall have sole dominion and control ofover, and sole access to, the Administrative Agent, and amounts deposited Cash Collateral Account. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Cash Collateral Account. The Borrower agrees that it will not at any time (x) sell or otherwise dispose of any interest in the Cash Collateral Account shall bear interest at a rate equal or any funds held therein or (y) create or permit to exist any Lien upon or with respect to the rate generally offered Cash Collateral Account or any funds held therein, except as provided in or contemplated by Citibank this Agreement. The 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 Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for deposits equal taking any necessary steps to the amount deposited by the Borrower preserve rights against any parties with respect to any funds held in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants Subject to the Administrative Agent for the benefit right of the LC Issuing Banks and the Lenders a Lien in and hereby assigns Agent to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, withdraw funds from the Cash Collateral Account as provided herein, the Agent will, so long as no Default or Event of Default shall have occurred and all funds be continuing, from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then invest funds on deposit in the Cash Collateral Account, toward the payment in full 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 Cash Equivalents, as the Borrower may direct prior to the occurrence of a Default or Event of Default and as the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, Agent may select after the termination occurrence and during the continuance of a Default or Event of Default. Such proceeds, interest and income which are not so invested or reinvested in Cash Equivalents shall be deposited and held by the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account Account. The Agent makes no representation or warranty as to, and shall not be responsible for, the Lien rate of the Administrative Agent return, if any, earned in any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the Cash Collateral Account and the funds therein shall automatically terminateterms set forth in this SECTION 3.16.

Cash Collateral Account. Notwithstanding anything At any time and from time to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect time (i) after the obligation occurrence and during the continuance of an Event of Default, the Agent, at the direction or with the consent of the Required Lenders, may require the Borrower to deliver to the Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any LC Issuing Bank to make time outstanding (whether or not any payment beneficiary under any Letter of Credit in accordance with the terms of shall have drawn or be entitled at such Letter of Credit or time to draw thereunder) and (ii) in the obligations event of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.6(b), the Administrative Agent shall at will retain such amount as may then be required to be retained, such amounts in each case under clauses (i) and (ii) above to be held by the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion). The Borrower hereby grants to the Administrative Agent Agent, for the benefit of the LC Issuing Banks Lender and the Lenders Lenders, a Lien upon and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower’s Reimbursement Obligations as and when the same shall arise. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on deposit therein to secure its reimbursement obligations the investment of such amounts in respect Cash Equivalents, which investments shall be made at the direction of Letters the Borrower (unless a Default or Event of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orDefault shall have occurred and be continuing, in which case the case determination as to investments shall be made at the option and in the discretion of the Agent), 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 drawingspayment by the Issuing Lender, upon being made, then, in under any such event, the Administrative Agent may apply the Letter of Credit at any time during which any amounts then on deposit are held in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign deliver to the Borrower any cash then Issuing Lender 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 the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and the Lien reimbursement in full of the Administrative Issuing Lender for all of its obligations thereunder shall be held by the Agent, for the benefit of the Borrower, to be applied against the Obligations in such order and manner as the Agent may direct. If the Borrower is required to provide cash collateral pursuant to Section 2.6(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the Cash Collateral Account sum of (y) the aggregate principal amount of all Loans outstanding at such time and (z) the funds therein aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Commitments at such time and (ii) no Default or Event of Default shall automatically terminatehave occurred and be continuing at such time. If the Borrower 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 Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI XII shall affect (i) the obligation of any the LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank SunTrust for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Bank and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, in such priority as specified in Section 3.11, toward the payment in full of any of the LC Outstandings Obligations as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (i) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of (A) with respect to this Article VI shall affect any Dollar Letter of Credit, the Required Dollar Revolving Lenders, or (iB) with respect to any Multicurrency Letter of Credit, the obligation Required Multicurrency Revolving Lenders, shall, require the Parent Borrower (on behalf of itself or the Subsidiary Borrower, as applicable) to deliver to the Administrative Agent such additional amount of cash as is equal to 100% of the aggregate Stated Amount of all Letters of Credit at any LC Issuing Bank to make time outstanding for the account of a Borrower or its Subsidiaries (whether or not any payment beneficiary under any Letter of Credit in accordance with the terms of shall have drawn or be entitled at such Letter of Credit or time to draw thereunder) and (ii) in the obligations event of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.6(b), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties). The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, Parent Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, the Dollar Revolving Lenders and the Multicurrency Revolving Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts deposited held therein from time to time as security for Letter of Credit Exposure, and for application to the applicable Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent 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 Parent Borrower (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 Agent), amounts in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender 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 the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Parent Borrower or the Subsidiary Borrower, as applicable, to be applied against the Obligations of the Borrowers in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply direct. If the amounts then on deposit in the Parent Borrower is required to provide Cash Collateral Accountpursuant to Section 2.6(b), toward such amount (including interest), to the payment in full of any of extent not applied as aforesaid, shall be returned to the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullParent Borrower on demand; provided that, after giving effect to such return, (i) the termination Aggregate Dollar Revolving Credit Exposure would not exceed the aggregate Dollar Revolving Commitments at such time, (ii) the Aggregate Multicurrency Revolving Credit Exposure would not exceed the aggregate Multicurrency Revolving Commitments at such time and (iii) no Default or Event of Default shall have occurred and be continuing at such time. If the Letters Parent Borrower is required to provide Cash Collateral as a result of Creditan Event of Default, of all such obligations, the Administrative Agent will repay and reassign amount (to the extent not applied as aforesaid) shall be returned to the Parent Borrower any cash then in the Cash Collateral Account and the Lien within three Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been waived.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (i) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of the Required Revolving Lenders shall, require the Company to this Article VI shall affect deliver to the Administrative Agent such additional amount of cash as is equal to 105% of the aggregate Letters of Credit then outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit in accordance with the terms of shall have drawn or be entitled at such Letter of Credit or time to draw thereunder) plus all accrued and unpaid interest and fees thereon and (ii) in the obligations event of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.6(c) or Section 2.6(h), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts in each case under clauses (i) and (ii) above to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties). The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, Company hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts deposited held therein from time to time as security for Letter of Credit Exposure, and for application to the Company’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent 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 Company (unless a Default or 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 Agent), amounts in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender 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 the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Company, to be applied against the Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply direct. If the amounts then on deposit in the Cash Collateral AccountCompany is required to provide cash collateral pursuant to Section 2.6(c), toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullamount (including interest), after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any extent not applied as aforesaid, shall be returned to the Company on demand, provided that after giving effect to such return (i) the Aggregate Revolving Credit Exposure would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Company is required to provide cash then in collateral as a result of an Event of Default, such amount (to the Cash Collateral Account and extent not applied as aforesaid) shall be returned to the Lien Company within three (3) Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything to At, or at any time before, the contrary contained herein, no notice given or declaration made by time the Administrative Agent pursuant to this Article VI Borrower shall affect (i) the obligation of any LC Issuing Bank be required to make any payment under any Letter of Credit in accordance with a deposit into the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingCash Collateral Account, the Administrative Agent shall establish and maintain at its offices at Xxx XXXX Xxxxxx, Xxxxxxx, Xxx Xxxx 00000, in the request, or may with the consent, name of the Majority Lenders, upon notice to Borrower but under the Borrower, require the Borrower to deposit with sole dominion and control of the Administrative Agent an amount in the Agent, a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties). The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in Borrower may from time to time make one or more deposits into the Cash Collateral Account and shall bear interest at a rate equal from time to the rate generally offered time make such deposits as are required by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretionthis Agreement. The Borrower hereby grants pledges to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders Credit Parties, a Lien on and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds sums at any time and from time to time on deposit therein (the Cash Collateral Account, together with all sums on deposit therein, being sometimes hereinafter collectively referred to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed as the “Cash Collateral”), as collateral security for the prompt payment in full immediately upon demand orwhen due, in whether at stated maturity, by acceleration or otherwise, of the case of subsequent drawingsObligations. The Borrower shall, upon being madeat any time and from time to time at its expense, thenpromptly execute and deliver to the Administrative Agent any further instruments and documents, in and take any such eventfurther actions, that may be necessary or that the Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Cash Collateral. The Borrower shall not (i) sell or otherwise dispose of any of the Cash Collateral, or (ii) create or permit to exist any Lien upon any of the Cash Collateral. The Borrower hereby authorizes the Administrative Agent, promptly after each drawing under any Letter of Credit shall become due and payable, to apply the amounts then any and all cash on deposit in the Cash Collateral Account, toward Account towards the payment in full of any reimbursement of the LC Outstandings as Issuer for all sums paid in respect of such drawing, and when such obligations all other Obligations which shall become then be due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateowing.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI XII shall affect (i) the obligation of any the LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”"CASH COLLATERAL ACCOUNT") described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank SunTrust for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Bank and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, in such priority as specified in Section 3.11, toward the payment in full of any of the LC Outstandings Obligations as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (a) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of the Required Banks shall, require Borrower to this Article VI shall affect deliver to the Administrative Agent such additional amount of cash as is equal to 102% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (b) in accordance with the terms event of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.01(b), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts in each case under clauses (a) and (b) above to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal ). Borrower hereby grants to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, for the benefit of the Issuing Banks and the Banks, a Lien upon and security interest in the Cash Collateral Account and all amounts deposited held therein from time to time as security for Letter of Credit Exposure, and for application to Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Amounts in the Cash Collateral Account shall not bear interest interest. In the event of a drawing, and subsequent payment by any Issuing Bank, under any Letter of Credit at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent 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 the Issuing Banks for a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of Borrower, to be applied against the LC Issuing Banks Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Accountdirect. If Borrower is required to provide cash collateral pursuant to Section 2.01(b), toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullamount, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the extent not applied as aforesaid, shall be returned to Borrower any on demand, provided that after giving effect to such return (i) the aggregate Revolving Credit Exposure would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If Borrower is required to provide cash then in collateral as a result of an Event of Default, such amount (to the Cash Collateral Account and the Lien extent not applied as aforesaid) shall be returned to Borrower within three (3) Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (i) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of the Required Lenders shall, require (A) Xxxxxxxx to this Article VI shall affect deliver to the Administrative Agent such additional amount of cash, in the appropriate Currency or Currencies, as is equal to 105% of the aggregate Stated Amount of all Letters of Credit outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (B) the Foreign Subsidiary Borrowers to deliver to the Administrative Agent such additional amount of cash, in accordance with the terms appropriate Currency or Currencies, as is equal to 105% of the aggregate Stated Amount of all Letters of Credit outstanding that were issued for the account of a Foreign Subsidiary (whether or not any beneficiary under any such Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the obligations event of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.6(b) or 2.6(c), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts in each case under clauses (i) and (ii) above to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the one or more cash collateral account accounts (the “Cash Collateral AccountAccounts”) described below equal to the LC Outstandings on such date). Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Each Borrower hereby grants to the Administrative Agent Agent, for the benefit of the LC Issuing Banks and the Lenders Lenders, a Lien upon and security interest in the Cash Collateral Accounts and hereby assigns all amounts held therein from time to time as security for such Borrower’s L/C Obligations, and for application to such Borrower’s Reimbursement Obligations as and when the Administrative Agent for same shall arise; provided that any Cash Collateral provided pursuant to this Section 3.8 by the benefit of LC Issuing Banks Foreign Subsidiary Borrowers shall (x) be maintained in a separate and the Lenders all of its right, title and interest in, distinct Cash Collateral Account from the Cash Collateral Account in which Cash Collateral provided by Xxxxxxxx is maintained and all funds from time (y) secure only L/C Obligations related to time on deposit therein to secure its reimbursement obligations in respect of Letters of CreditCredit issued for the account of a Foreign Subsidiary. If The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Cash Collateral Accounts. Other than any drawings then outstanding interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of Xxxxxxxx (unless a Default or thereafter made are not reimbursed in full immediately upon demand orEvent of Default shall have occurred and be continuing, in which case the case determination as to investments shall be made at the option and in the discretion of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the Agent), amounts then on deposit in the Cash Collateral Accounts shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such accounts. In the event of a drawing, and subsequent payment by any Issuing Bank, under any Letter of Credit at any time during which any amounts are held in any Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign deliver to such Issuing Bank an amount from the appropriate Cash Collateral Account equal to the Borrower any cash then 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; provided that if the amounts so delivered by the Administrative Agent are denominated in a Currency different than that in which the corresponding Reimbursement Obligation is denominated, the Administrative Agent shall determine the amount to deliver by reference to the Spot Rate with respect to such Currencies at such time, and such determination shall be correct absent manifest error. Any amounts remaining in the Cash Collateral Account (including interest) 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 Lien Administrative Agent, for the benefit of the Borrowers, to be applied against the Obligations in such order and manner as the Administrative Agent on the may direct; provided that no Cash Collateral Account (or applicable interest) provided by a Foreign Subsidiary Borrower may be applied to any U.S. Obligation. If any Borrower is required to provide Cash Collateral pursuant to Section 2.6(b), such amount (including interest), to the extent not applied as aforesaid, shall be returned to such Borrower on demand; provided that after giving effect to such return (i) the Aggregate Credit Exposure would not exceed the aggregate Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If any Borrower is required to provide Cash Collateral as a result of an Event of Default, such amount (to the funds therein extent not applied as aforesaid) shall automatically terminatebe returned to such Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (i) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given the Administrative Agent, at the direction or declaration made by with the consent of the Required Lenders, may require the Borrower, to deliver to the Administrative Agent pursuant such amount of cash as is equal to this Article VI shall affect 103% of the aggregate stated amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in accordance with the terms event of such 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 or Obligations and termination of the Commitments, as contemplated by Section 2.07(d), the Administrative Agent will retain such amount as may then be required to be retained, such amounts in each case under clauses (i) and (ii) above to be held by the obligations Administrative Agent in a Cash Collateral Account. The Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative Agent, for the benefit of each Lender the Issuing Banks and the Revolving Lenders, a Lien upon and security interest in respect of each such the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit; providedCredit Usage, howeverand for application to the Borrower’s Letter of Credit Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, that if 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 Borrower (unless an Event of Default has shall have occurred and is be continuing, in which case the Administrative Agent determination as to investments shall be made at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount option and in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear discretion of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent), and amounts deposited in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent 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 a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Borrower, to be applied against the Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply direct. If the amounts then on deposit in the Borrower is required to provide Cash Collateral Accountpursuant to this Section 2.04(k), toward such amount (to the payment in full of any of the LC Outstandings extent not applied as and when such obligations aforesaid) shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign be returned to the Borrower any cash then in on demand, provided that after giving effect to such return (A) the sum of (1) the aggregate principal Dollar amount of all Revolving Loans outstanding at such time and (2) the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and (B) no Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide Cash Collateral Account 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 Borrower 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 Lien of the Administrative Agent on the Borrower is required to provide Cash Collateral Account and as a result of an Event of Default, such amount (to the funds therein extent not applied as aforesaid) shall automatically terminatebe returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (i) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given the Administrative Agent, at the direction or declaration made by with the consent of the Required Lenders, may require the Borrower to deliver to the Administrative Agent pursuant such additional amount of cash as is equal to this Article VI shall affect the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit in accordance with the terms of shall have drawn or be entitled at such Letter of Credit or time to draw thereunder) and (ii) in the obligations event of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.6(b), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts in each case under clauses (i) and (ii) above to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion). The Borrower hereby grants to the Administrative Agent Agent, for the benefit of the LC Issuing Banks Lender and the Lenders Lenders, a Lien upon and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on deposit therein to secure its reimbursement obligations the investment of such amounts in respect Cash Equivalents, which investments shall be made at the direction of Letters the Borrower (unless a Default or Event of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orDefault shall have occurred and be continuing, in which case the case determination as to investments shall be made at the option and in the discretion of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply Agent), 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 Issuing Lender, under any Letter of Credit at any time during which any amounts then on deposit are held in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign deliver to the Borrower any cash then Issuing Lender 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 the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Lien Issuing Lender for all of its obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to Section 2.6(b), such amount (including interest), to the extent not applied as aforesaid, shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the Cash Collateral Account sum of (y) the aggregate principal amount of all Loans outstanding at such time and (z) the funds therein aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Commitments at such time and (ii) no Default or Event of Default shall automatically terminatehave occurred and be continuing at such time. If the Borrower 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 Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. Notwithstanding anything to Within 30 days following the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingClosing Date, the Administrative Agent Company shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral open a depository account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such with U.S. Bank, N.A., which Cash Collateral Account shall at be subject to a control agreement, substantially in the form of Exhibit D (and with such other changes as may be approved by the Collateral Agent and the Company), between the Company, U.S. Bank, N.A. and the Collateral Agent. The Company shall cause all times Monetization Pre-Adjustment Revenues to be free deposited into such Cash Collateral Account, excluding Direct Pay Revenues and clear including an amount equal to any required addition pursuant to clause (y) of the definition of Monetization Revenues, and the Company hereby authorizes the Majority Purchasers to inform any payor of Monetization Pre-Adjustment Revenues (other than Direct Pay Revenues) of the Company’s obligation to direct all rights or claims Monetization Pre-Adjustment Revenues to the Cash Collateral Account as required hereunder. On each deposit of third partiesMonetization Pre-Adjustment Revenues to the Cash Collateral Account, the Company shall deliver an officer’s certificate in the form of Exhibit E-2 to the Majority Purchasers detailing the source and nature of such Monetization Pre-Adjustment Revenues and setting forth the Company’s calculation of any Permitted Adjustments to such Monetization Pre-Adjustment Revenues, in each case in form and substance and with supporting documentation, in each case, reasonably satisfactory to the Majority Purchasers, and the required application of the resulting Monetization Revenues after giving effect to such Permitted Adjustments. On a monthly basis on and after the Closing Date, but no later than the 15th day of each month, the Collateral Agent shall deliver to the Company a written statement (each a “Collateral Agent Statement”) with reasonable detail showing (i) the amounts applied by the Collateral Agent in the Cash Collateral Account for the prior month to the payment of the Notes or, after the payment in full of the Notes, the payments made to Revenue Participants and the Company in respect of the Monetization Pre-Adjustment Revenues, and (ii) any other withdrawals, transfers, payments from such Cash Collateral Account. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion control of the Collateral Agent and the Company may not have withdrawal rights with respect to, or otherwise control of, the Administrative Cash Collateral Account; provided that the Collateral Agent shall make withdrawals from the Cash Collateral Account on no less than weekly basis and apply such amounts in the following order or priority which shall be in accordance with the relevant officer’s certificate (provided the allocations and amounts are not in dispute; provided further that if the Collateral Agent disputes any allocations or amounts in the officer’s certificate, the Collateral Agent shall so promptly notify the Company with reasonable details relative to such dispute) to: (x) prepay the Notes pursuant to Section 2.2.3.3, (y) pay any amounts owed to the Collateral Agent or the Purchasers pursuant to Sections 9.1(ii)-(iv) or 9.2 , (z) pay the Revenue Participants their proportionate share of the Revenue Stream pursuant to Section 2.1.2; provided further **** Certain confidential information has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. Certain confidential portions of this exhibit, including schedules and exhibits, have been filed separately with the Securities and Exchange Commission (the “SEC”) pursuant to a confidential treatment request filed in accordance with Rule 24b-2 of the Exchange Act and these confidential portions have been omitted from this exhibit. The location of each omitted portion is indicated by a series of four asterisks in brackets (“[****]”). that the balance in the Collateral Account following such application shall be distributed to the Company. Notwithstanding the foregoing, if at any time any amounts that do not constitute Monetization Pre-Adjustment Revenues are deposited to the Cash Collateral Account, promptly (and in any event within ten (10) Business Days) after demand by the Company made to Collateral Agent, which demand shall be accompanied by an officer’s certificate of the Company certifying that the specified amount to be returned does not constitute Monetization Pre-Adjustment Revenues, the Collateral Agent shall remit such funds to the Company. Except to the extent that the Collateral Agent is enjoined or stayed from distributing any Monetization Revenues (other than to the extent such enjoinder or stay arises solely from (x) a dispute among the Purchasers or (y) a dispute between any Purchaser and amounts the Collateral Agent), the Company shall not be responsible for obligations under this Agreement with respect to any payment or distribution of Monetization Revenues once deposited in the Cash Collateral Account Account. The Company shall bear interest at a rate equal have complete access to account statements from the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in depositary bank concerning the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default The Company has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral established a depository account (the “Cash Collateral Account”) described below equal with an institution reasonably acceptable to the LC Outstandings on such date. Such Collateral Agent, which Cash Collateral Account is subject to a control agreement between the Company, such institution and the Collateral Agent. The Company shall at cause all times Monetization Revenues to be free deposited into such Cash Collateral Account, shall provide instructions to each payor of Monetization Revenues to directly deposit any Monetization Revenues into the Cash Collateral Account, and clear the Company hereby authorizes the Majority Purchasers to inform any payor of Monetization Revenues of the Company’s obligation to direct all rights or claims Monetization Revenues to the Cash Collateral Account as required hereunder. On each deposit of third partiesMonetization Revenues to the Cash Collateral Account, the Company shall deliver an officer’s certificate in the form of Exhibit C to the Collateral Agent detailing the source and nature of such Monetization Revenues, the amount of any related Monetization Expenses (including specifying any Monetization Expenses that have been already deducted from such Monetization Revenues), and setting forth the Company’s calculation of the required application of the resulting Monetization Net Revenues. On a monthly basis on and after the Closing Date, but no later than the 15th day of each month, the Collateral Agent shall deliver to the Company a written statement (each a “Collateral Agent Statement”) with reasonable detail showing the amounts applied by the Collateral Agent in the Cash Collateral Account for the prior month to the payment of the Note or, after the payment in full of the Notes, the payments made to Revenue Participants, and payments to the Company in respect of the Monetization Revenues. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion control of the Collateral Agent and the Company may not have withdrawal rights with respect to, or otherwise control of, the Administrative Agent, and amounts deposited in Cash Collateral Account; provided that the Collateral Agent shall make withdrawals from the Cash Collateral Account shall bear interest at a rate equal promptly following the deposit of any Monetization Revenues, and will apply such Monetization Net Revenues to amounts due hereunder in accordance with this Agreement, and will release amounts to pay any Monetization Expenses to appropriate third parties, along with any remaining excess Monetization Revenues to the rate generally offered by Citibank for deposits equal Company within three (3) Business Days of delivery of the Collateral Agent Statement. The Company shall have access to account statements from the amount deposited by the Borrower in depositary bank concerning the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate***.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (i) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of (A) with respect to this Article VI shall affect any Dollar Letter of Credit, the Required Dollar Revolving Lenders, or (iB) with respect to any Multicurrency Letter of Credit, the obligation Required Multicurrency Revolving Lenders, shall, require the Borrower to deliver to the Administrative Agent such additional amount of cash in Same Days Funds as is equal to 100% of the aggregate Stated Amount of all Letters of Credit at any LC Issuing Bank to make time outstanding for the account of the Borrower or its Subsidiaries (whether or not any payment beneficiary under any Letter of Credit in accordance with the terms of shall have drawn or be entitled at such Letter of Credit or time to draw thereunder) and (ii) in the obligations event of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.6(b), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion). The Borrower hereby grants to the Administrative Agent Agent, for the benefit of the LC Issuing Banks Lender, the Dollar Revolving Lenders and the Lenders Multicurrency Revolving Lenders, a Lien upon and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on deposit therein to secure its reimbursement obligations the investment of such amounts in respect Cash Equivalents, which investments shall be made at the direction of Letters the Borrower (unless an Event of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orDefault shall have occurred and be continuing, in which case the case determination as to investments shall be made at the option and in the discretion of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply Agent), 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 Issuing Lender, under any Letter of Credit at any time during which any amounts then on deposit are held in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign deliver to the Borrower any cash then Issuing Lender 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 the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Lien Issuing Lender for all of its obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower to be applied against the Obligations of the Borrower in such order and manner as the Administrative Agent on may direct. If the Borrower is required to provide Cash Collateral Account pursuant to Section 2.6(b), such amount (including interest), to the extent not applied as aforesaid, shall be returned to the Borrower on demand; provided that, after giving effect to such return, (i) the Aggregate Dollar Revolving Credit Exposure would not exceed the aggregate Dollar Revolving Commitments at such time, (ii) the Aggregate Multicurrency Revolving Credit Exposure would not exceed the aggregate Multicurrency Revolving Commitments at such time and (iii) no Default or Event of Default shall have occurred and be continuing at such time. If the funds therein Borrower is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall automatically terminatebe returned to the Borrower within three Business Days after all Events of Default have been waived.

Cash Collateral Account. Notwithstanding anything All amounts required to the contrary contained herein, no notice given or declaration made be ----------------------- deposited by the Administrative Agent Assignors as cash collateral pursuant to this Article VI Section 5.04(b)(i) hereof shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit be deposited in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the a cash collateral account (the “"Cash Collateral Account”") described below equal to established and maintained by the LC Outstandings on Assignor at the offices of the Collateral Agent or such date. Such Cash other bank as the Assignor and the Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent may agree, in the name of, and under the sole dominion and exclusive control ofof the Collateral Agent. Forthwith upon such establishment, the Administrative AgentAssignor shall notify the Collateral Agent of the location, account name and account number of such account. Any income received with respect to the balance from time to time standing to the credit of the Cash Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Cash Collateral Account. All right, title and interest in and to the cash amounts deposited on deposit from time to time in the Cash Collateral Account together with any Liquid Investments from time to time made pursuant to Section 3.06 shall bear interest at a rate equal to vest in the rate generally offered by Citibank for deposits equal to Collateral Agent, shall constitute part of the amount deposited by Collateral hereunder and shall not constitute payment of the Borrower Obligations until applied thereto as hereinafter provided. If and when any portion of the Performance Letter of Credit Liabilities on which any deposit in the Cash Collateral Account, for Account was based (the "Relevant Contingent Exposure") shall become fixed (a term to be determined "Direct Exposure") as a result of the payment by the Administrative Agentissuer thereof of a draft presented under any Performance Letter of Credit, the amount of such Direct Exposure (but not more than the amount in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account at the time) shall be withdrawn by the Collateral Agent from the Cash Collateral Account for application pursuant to the Credit Agreement, and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Creditthe Relevant Contingent Exposure shall thereupon be reduced by such amount. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then available cash on deposit in the Cash Collateral Account, toward Account is not sufficient to make any distribution to the payment Collateral Agent referred to in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligationsthis Section 3.04, the Administrative Collateral Agent will repay and reassign shall cause to the Borrower any cash then be liquidated as promptly as practicable such Liquid Investments in the Cash Collateral Account designated by Duratek as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 3.04, such distribution shall not be made until such liquidation has taken place. So long as no Event of Default shall have occurred and be continuing, the Lien of the Administrative Agent on funds in the Cash Collateral Account and in excess of the funds therein Relevant Contingent Exposure shall automatically terminatebe paid to Duratek on demand.

Cash Collateral Account. Notwithstanding anything to Within 30 days following the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingClosing Date, the Administrative Agent Company shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral open a depository account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such with [U.S. Bank, N.A.] which Cash Collateral Account shall at be subject to a control agreement, substantially in the form of Exhibit B (and with such other changes as may be approved by the Collateral Agent and the Company) (the “Control Agreement”), between the Company, [U.S. Bank, N.A.] and the Collateral Agent. The Company shall cause all times Monetization Revenues to be free deposited into such Cash Collateral Account, shall provide instructions to each payor of Monetization Revenues to directly deposit any Monetization Revenues into the Cash Collateral Account, and clear the Company hereby authorizes the Majority Purchasers to inform any payor of Monetization Revenues of the Company’s obligation to direct all rights or claims Monetization Revenues to the Cash Collateral Account as required hereunder. On each deposit of third partiesMonetization Revenues to the Cash Collateral Account, the Company shall deliver an officer’s certificate in the form of Exhibit C to the Collateral Agent detailing the source and nature of such Monetization Revenues and setting forth the Company’s calculation of the required application of the resulting Monetization Revenues. On a monthly basis on and after the Closing Date, but no later than the 15th day of each month, the Collateral Agent shall deliver to the Company a written statement (each a “Collateral Agent Statement”) with reasonable detail showing the amounts applied by the Collateral Agent in the Cash Collateral Account for the prior month to the payment of the Note or, after the payment in full of the Notes, the payments made to Revenue Participants, and payments to the Company in respect of the Monetization Revenues. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion control of the Collateral Agent and the Company may not have withdrawal rights with respect to, or otherwise control of, the Administrative Agent, and amounts deposited in Cash Collateral Account; provided that the Collateral Agent shall make withdrawals from the Cash Collateral Account shall bear interest at a rate equal promptly following the deposit of any Monetization Revenues, and will apply such Monetization Revenues to amounts due hereunder in accordance with this Agreement, and will release any excess amounts to the rate generally offered by Citibank for deposits equal Company. The Company shall have access to account statements from the amount deposited by the Borrower in depositary bank concerning the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of Lender may at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, time require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “establishment of a Cash Collateral Account”) described below equal , in which event Borrower shall cause all Payments to be deposited into the Cash Collateral Account. In furtherance of this covenant, Borrower shall instruct all Customers to make all Payments either by electronic funds transfer directly to the LC Outstandings Cash Collateral Account or by check to a post office box or other collection facility under Lender's control for deposit into the Cash Collateral Account. If any Payments are made directly to the Borrower or otherwise come into the Borrower's possession, the Borrower shall not commingle any such Payment with the Borrower's other funds or property, but shall hold the Payment separate and apart in trust for the Lender and shall promptly deliver the Payment to the Lender (appropriately endorsed, if the Payment is in the form of a check) for deposit into the Cash Collateral Account. Interest (if any) earned on such date. Such sums on deposit in the Cash Collateral Account shall at be added to the Cash Collateral Account. The Borrower hereby appoints the Lender and any officer, employee or agent of the Lender as the Lender may from time to time designate as attorneys-in-fact for the Borrower to endorse and sign the name of the Borrower on all times be free and clear of all rights checks, drafts, money orders or claims of third partiesother Items delivered to the Lender for deposit into the Cash Collateral Account. The Cash Collateral Account shall be maintained with constitute part of the Administrative Agent in the name ofCollateral, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds on deposit in the Cash Collateral Account shall bear interest at a rate equal to be applied towards the rate generally offered by Citibank for deposits equal to amounts due and owing under the amount deposited by Revolving Note, this Agreement and/or the Borrower in the Cash Collateral Account, for a term to be other Loan Documents as determined by Lender in its sole and absolute discretion, and at Lender's sole and absolute discretion, the Administrative Agent, remaining funds shall be deposited into Borrower's Operating Account. Payments received by Lender shall be applied as the Lender may determine in its sole discretion. The Borrower hereby grants retains sole responsibility for assuring that Borrower's Operating Account contains sufficient funds to pay any Items that may be presented for payment from the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Operating Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything Unless applied by Assignee to the contrary contained hereinObligations then due and payable, no notice given or declaration made by the Administrative Agent all sums of money that are paid to Assignee pursuant to this Agreement with respect to the Collateral, but expressly excluding any amounts that are paid under the provisions of Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, III of the Majority LendersLoan Agreement, upon notice to the Borrower, require the Borrower to deposit shall be deposited into an interest bearing account with the Administrative Agent an amount Assignee or another financial institution selected by Assignee in the cash collateral account its sole discretion (the “Cash Collateral Account”) described below equal ). Some or all of the funds from time to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited time in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered may be invested in time deposits, including certificates of deposit issued by Citibank for deposits equal to the amount deposited Assignee or another financial institution selected by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Assignee in its sole discretion. The Borrower hereby grants discretion (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as “Time Deposits”) that are satisfactory to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its rightAssignee, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, thenprovided, in any such eventcase, arrangements satisfactory to Assignee are made to perfect, and to ensure the Administrative Agent may apply the amounts then on deposit first priority of, its lien and security interest in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payableTime Deposits. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent Interest earned on the Cash Collateral Account and on the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits, and any and all proceeds of any thereof are hereinafter referred to as the “Cash Collateral.” If the Cash Collateral Account is not maintained with Assignee, each Assignor shall, at Assignee’s request and option, pursuant to an agreement in form and substance satisfactory to Assignee, either (a) cause the depositary bank with which the Cash Collateral Account is maintained to agree to comply at any time with instructions from Assignee to such depositary bank directing the funds therein shall automatically terminatecomprising the Cash Collateral, without further consent of Assignee, or (b) arrange for Assignee to become the customer of such depositary bank with respect to the Cash Collateral Account.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Obligations, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, time that if an Event of Default exists, (ii) on any date that Availability is less than zero or (iii) on or at any time after the Commitment Termination Date, then Borrowers shall, on Issuing Bank’s or Administrative Agent’s request, forthwith pay to Issuing Bank the amount of any LC Obligations that are then due and payable and shall, upon the occurrence of any of the events described in clauses (i) and (iii) hereinabove, Cash Collateralize all outstanding Letters of Credit or deliver to Administrative Agent a Supporting LC in a face amount equal to 104% of the aggregate Undrawn Amounts of such Letters of Credit. If notwithstanding the occurrence of one or more of the events described in clauses (i) and (iii) in the immediately preceding sentence Borrowers fail to Cash Collateralize, or provide a Supporting LC as provided hereinabove with respect to, any outstanding Letters of Credit on the first Business Day following Administrative Agent’s or Issuing Bank’s demand therefor, Lenders may (and shall upon direction of Administrative Agent) advance such amount as Revolver Loans (whether or not the Commitment Termination Date has occurred and or an Out-of-Formula Condition is continuing, the created thereby). Such cash (together with any interest accrued thereon) shall be held by Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear and may be invested, in Administrative Agent’s discretion, in Cash Equivalents. Each Borrower hereby pledges to Administrative Agent and grants to Administrative Agent a security interest at a rate equal in, for the benefit of Administrative Agent in such capacity and for the Pro Rata Benefit of Lenders, all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the rate generally offered by Citibank for deposits equal payment of all Obligations (including LC Obligations), whether or not then due or payable. From time to the amount time after cash is deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien may apply Cash Collateral then held in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect the payment of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand oramounts, in the case of subsequent drawings, upon being made, then, in any such event, the order as Administrative Agent may apply elect, as shall be or shall become due and payable by Borrowers to Issuing Bank, Administrative Agent or any Lender with respect to the amounts then LC Obligations. Neither Borrowers nor any other Person claiming by, through or under or on deposit behalf of Borrowers shall have any right to withdraw any of the Cash Collateral held in the Cash Collateral Account, toward including any accrued interest, provided that upon termination or expiration of all Letters of Credit and the payment in full and satisfaction of any all of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullObligations, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then Cash Collateral remaining in the Cash Collateral Account and the Lien (plus accrued interest thereon, if any)shall be returned to Borrowers unless an Event of the Default then exists (in which event Administrative Agent on the may apply such Cash Collateral Account and to the funds therein payment of any other Obligations outstanding and, to the extent so applied, such Cash Collateral shall automatically terminatebe applied in accordance with the provisions of Section 5.6, with any surplus to be turned over to Borrowers).

Cash Collateral Account. Notwithstanding anything Pursuant to the contrary contained hereinCollection Account Agreement between the Collection Account Bank, no notice given or declaration made by Borrower and Lender (the Administrative Agent pursuant to this Article VI shall affect (i"Collection Account Agreement") Borrower will authorize and direct the obligation of any LC Issuing Collection Account Bank to make any payment under any Letter of Credit transfer on a daily basis all funds deposited in accordance with the terms of such Letter of Credit or (ii) Collection Account for Borrower's Facility to the obligations of each cash collateral account. The cash collateral account shall be an Eligible Account established by Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, Lender's name. Lender may elect to change the Administrative Agent shall financial institution at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in which the cash collateral account shall be maintained. Lender shall give Borrower not fewer than thirty (the “Cash Collateral Account”30) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear days prior notice of all rights or claims of third partieseach change. The Cash Collateral Account cash collateral account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control ofof Lender. Borrower shall have no right of withdrawal in respect to the cash collateral account. The cash collateral account referred to in this Section 2.12(b) is referred to herein as the "Cash Collateral Account." Notwithstanding the foregoing, the Administrative Agent, provided that (i) no Event of Default shall have ever occurred and amounts (ii) Borrower has deposited in with the Cash Collateral Account shall bear interest at a rate Bank for deposit into the Cash Collateral Account as of the Closing Date the amount agreed to by Borrower and Lender for allocation therein, and thereafter on the first Business Day prior to the eleventh day of each month deposits into the Cash Collateral Account an amount equal to the rate generally offered by Citibank for sum of the Required Base Debt Service Payment and the Capital Reserve Monthly Installment, and annually deposits into the Cash Collateral Account within ten (10) days after notice from Lender an amount equal to the amount deposited applicable percentage of any increase in the Basic Carrying Costs as reasonably determined by Lender, then Lender shall direct the Borrower Collection Account Bank not to transfer funds in the Collection Account to the Cash Collateral Account, for a term and shall further direct the Collection Account Bank to be determined by remit all such funds in the Administrative Agent, in its sole discretion. The Borrower hereby grants Collection Account to the Administrative Agent for Borrower. Upon the benefit earliest to occur of an Event of Default or the LC Issuing Banks Optional Prepayment Date, Lender may revoke such instructions and require the Lenders a Lien in and hereby assigns Collection Account Bank to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, transfer funds daily to the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateaforesaid.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require If the Borrower is required to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds in the Cash Collateral Account shall bear interest at a rate equal pursuant to the rate generally offered by Citibank for deposits equal terms hereof, then the Borrower and the Administrative Agent shall establish the Cash 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 Cash Collateral Account and grant the Administrative Agent a first priority security interest in such account and the funds therein. The Borrower hereby pledges to the amount deposited by Administrative Agent and grants the Borrower Administrative Agent a security interest in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for a term the payment of the Obligations. So long as no Default or Event of Default exists, (A) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (B) the Administrative Agent shall release to the Borrower at the Borrower’s written request any funds held in the Cash Collateral Account in excess of the amount required to be on deposit to cure a Borrowing Base Deficiency pursuant to Section 2.05(b). During the existence of any Default or Event of Default, the Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in any order determined by the Administrative Agent, regardless of any Letter of Credit Exposure that may remain outstanding. The Administrative Agent may in its sole discretion. The Borrower hereby grants discretion at any time release to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all Borrower any funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit held in the Cash Collateral Account, toward . The Administrative Agent shall exercise reasonable care in the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own Property, it being understood that the Cash Collateral Account Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds. If a Defaulting Lender deposits funds in a deposit account with the Administrative Agent pursuant to the terms of this Section 2.07(g)(iv) and Section 2.07(h), then such Lender and the Administrative Agent shall establish such cash collateral account and such Lender 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 such account and grant the Administrative Agent a first priority security interest in such account and the funds therein shall automatically terminatetherein. Such Defaulting Lender hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest in such collateral account, whenever established, all funds held in such account from time to time, and all proceeds thereof as security for the payment of the Letter of Credit Obligations of the Borrower to be applied as provided in Section 2.07(h) below.

Cash Collateral Account. Notwithstanding anything The Borrower shall cause to be opened and ----------------------- maintained with Bank a noninterest bearing deposit account or accounts (collectively, the "Cash Collateral Account"), and Borrower shall deposit, in such account all cash proceeds of the Collateral, including, without limitation, collections on the Accounts received at each of the lockboxes and blocked accounts maintained by the Bank. Funds deposited in the Cash Collateral Account shall be deemed collected only when actually accepted by Bank. All cash proceeds of the Collateral received directly by the Borrower shall be held by the Borrower in trust for the benefit of the Bank, shall be segregated from all other funds of the Borrower and shall, within one business day after receipt, be paid over to the contrary contained herein, no notice given Bank in the same form as so received (with any necessary endorsement or declaration made assignment) for deposit into the Cash Collateral Account. The Bank shall have sole dominion and control over all items and funds in the Cash Collateral Account and such items and funds may be withdrawn only by the Administrative Agent pursuant to this Article VI Bank and the Borrower shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit have no control over or (ii) the obligations of each Lender withdrawal rights in respect of each such Letter the Cash Collateral Account. The Bank may, in its discretion, release to the Borrower from time to time, all or any part of Credit; providedthe collected funds deposited in the Cash Collateral Account, howeverbut the Bank shall otherwise apply all or any part of the collected funds on deposit in the Cash Collateral Account to the payment of the Bank Debt whether on account of principal or interest or otherwise as the Bank in its discretion may elect, that if an until the Bank Debt is fully paid. So long as no Event of Default has occurred and is continuing, cash proceeds of the Administrative Agent Collateral located in California shall not be received at the requestlockbox account maintained by the Bank, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account but shall be collected by Borrower and maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateBorrower's own account.

Cash Collateral Account. Notwithstanding anything All sums of money that are delivered pursuant to this §4 to the contrary contained herein, no notice given or declaration made by Priority Lien Collateral Agent as bailee for the Administrative Collateral Agent pursuant to this Article VI the Intercreditor Agreement shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance be deposited into an interest bearing account with the terms Priority Lien Collateral Agent or, if the Priority Lien Collateral Agent is not the depositary bank, to an interest bearing account in the name of the Priority Lien Collateral Agent, for the benefit of the Secured Parties, as customer with a depositary bank satisfactory to the Priority Lien Collateral Agent (any such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; providedaccount, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may whether maintained with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Priority Lien Collateral Agent an amount or in the cash collateral account (Priority Lien Collateral Agent’s name as customer being herein referred to as the “Cash Collateral Account”) described below equal ). Some or all of the funds from time to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited time in the Cash Collateral Account shall bear interest at a rate equal may be invested in time deposits, including, without limitation, certificates of deposit issued by the Collateral Agent (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as “Time Deposits”), that are reasonably satisfactory to the rate generally offered by Citibank for deposits equal Collateral Agent after consultation with the Grantors, provided, that, in each such case, arrangements reasonably satisfactory to the amount deposited by Collateral Agent are made and are in place to perfect and to insure the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit first priority of the LC Issuing Banks and the Lenders a Lien in and hereby assigns Collateral Agent’s security interest therein (subject, as to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its rightpriority, title and interest in, the Cash Collateral Account and all funds from time only to time on deposit therein to secure its reimbursement obligations in respect of Letters of CreditPermitted Prior Liens). If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent Interest earned on the Cash Collateral Account and on the funds therein Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall automatically terminatebe deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits and any and all proceeds of any thereof are hereinafter referred to as the “Cash Collateral.”

Cash Collateral Account. Notwithstanding anything to Throughout the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation term of both Facilities and while any LC Issuing Bank to make any payment under any Letter Letters of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingand/or Revolving Loans under Facility 2 are outstanding, the Administrative Agent Borrower shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the maintain a cash collateral account with the Bank (the “Cash Collateral Account”) described below equal to ). The minimum amount of monies on deposit in the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear no less than an amount equal to 100% of the aggregate Stated Amount of all rights outstanding Letters of Credit plus all Revolving Loans made under Facility 2. Prior to the Bank making any Revolving Loan, or claims issuing any Letter of third partiesCredit under Facility 2, the Parent shall deposit, in immediately available funds, an amount necessary into the Cash Collateral Account so that the requirements set forth in the previous sentence are satisfied. The Borrower represents to the Bank that all monies in the Cash Collateral Account will be owned by the Parent and consequently the Cash Collateral Account shall be maintained with the Administrative Agent titled in the name ofParent’s name; in the event, and under however, that any Borrower (other than the sole dominion and control ofParent) has any interest in or ownership of such monies, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal Parent is hereby appointed as agent of said Borrower for all purposes relating to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the such Cash Collateral Account, for a term to be determined by including the Administrative Agent, in its sole discretionopening thereof and any distribution of monies therefrom. The Borrower hereby grants Pursuant to the Administrative Agent Pledge Agreement, the Borrower has granted, and does hereby grant, to the Bank as security for the benefit of the LC Issuing Banks Obligations, a first and the Lenders a Lien only lien on and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit monies deposited therein to secure its reimbursement obligations in respect of and all proceeds thereof. The Letters of CreditCredit are presently secured by cash collateral, and the Borrower hereby authorizes the Bank to deposit such existing cash into the Cash Collateral Account. If The Parent agrees that in the event of a drawing under any drawings then outstanding or thereafter made are not reimbursed in full Letter of Credit the Bank is authorized to immediately upon demand ordebit the amount thereof from the Cash Collateral Account as reimbursement therefor. Upon the occurrence of an Event of Default, in addition to all other remedies set forth in the case of subsequent drawings, upon being made, then, in any such eventLoan Documents, the Administrative Agent may Bank shall be entitled to apply the amounts then funds on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign Account to the Borrower any cash then Obligations, in such order of application as the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateBank may in its sole discretion elect.

Cash Collateral Account. Notwithstanding anything Upon (a) the occurrence of an Event of Default, or (b) the occurrence of the date which is 105 days prior to the contrary contained herein5-Year Maturity Date, no notice given Borrower shall immediately (x) establish an account, if one has not previously been established, with the Administrative Agent, or declaration made with such other financial institution as shall be approved by the Required Lenders (“Cash Collateral Account”); (y) deposit by wire transfer funds into such Cash Collateral Account in an amount equal to (i) in the case of the application of clause (a) of this Section, the undrawn face amount of all Letters of Credit then outstanding, or (ii) in the case of the application of clause (b) of this Section, the undrawn face amount of all Letters of Credit which on that date have an expiry date later than the 5-Year Maturity Date (each an “Extended Duration LC”); and (z) take such action, including the execution and delivery (and, where requested, obtaining the execution thereof by third parties) of security documents, Control Agreements, financing statements, and/or such other documents as the Administrative Agent may require, in order to grant to the Administrative Agent, on behalf of the Syndication Parties, a first lien security interest on such Cash Collateral Account and the funds on deposit therein. In addition, Borrower shall, on the date of issuance of each Extended Duration LC which is issued on, or any time subsequent to the date which is 105 days prior to, the 5-Year Maturity Date, deposit by wire transfer funds into such Cash Collateral Account in an amount equal to the face amount of each such Extended Duration LC unless a deposit was made on account of such Extended Duration LC pursuant to this Article VI clause (y) above. In the event that Borrower fails or refuses to establish and fund the Cash Collateral Account as required above, the Syndication Parties shall affect (i) establish such an account in the obligation name of any LC Issuing Bank to make any payment the Administrative Agent and fund such account by a 5-Year Advance in the same way that a draw under any Letter of Credit in accordance with the terms of such Letter of Credit would be funded. Notwithstanding any other provision contained in this Credit Agreement or any of the other Loan Documents, (iil) draws made against any Committed Letter of Credit on or after the obligations date of each Lender funding of the Cash Collateral Account with respect to such Committed Letter of Credit, shall be funded out of the funds on deposit in the Cash Collateral Account rather than out of 5-Year Advances; and (m) draws made against any Negotiated Letter of Credit on or after the date of funding of the Cash Collateral Account with respect to such Negotiated Letter of each Credit shall be funded out of the funds on deposit in the Cash Collateral Account rather than as a 5-Year Advance by such Issuing Syndication Party, to the extent, with respect to clause (l) and clause (m), that the funds deposited into the Cash Collateral Account with respect to such Letter of Credit remain on deposit in the Cash Collateral Account. At and after such time as there no longer exists any Event of Default, the Administrative Agent shall within a reasonable time after receipt of a written request therefore from Borrower (which Borrower may send at any time after the date all Events of Default have been cured (if cure is allowed) or waived pursuant to the provisions of this Credit Agreement), refund to Borrower the amounts in the Cash Collateral Account which was deposited therein on account of such Events of Default (less any amounts withdrawn from the Cash Collateral Account to fund draws on any Letters of Credit; provided). Any draw under an Extended Duration LC funded as a 5-Year Advance shall be repaid by Borrower no later than the next Banking Day if such draw occurs after the 5-Year Maturity Date to the extent that it is not funded out of the Cash Collateral Account as provided above. Upon receiving proof satisfactory to the Administrative Agent of the termination, howeverreduction in amount, that if or expiration of any Extended Duration LC, and unless an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then so long as there remains on deposit in the Cash Collateral Account, toward Account funds equal to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, undrawn face amount of all such obligationsExtended Duration LC’s which remain outstanding, the Administrative Agent will repay and reassign shall within a reasonable time after receiving a written request therefore from Borrower, refund to Borrower an amount equal to the Borrower any cash then undrawn face amount of such terminated or expired Extended Duration LC or the amount by which the undrawn face amount of such Extended Duration LC has been reduced, as applicable. In the event of the extension of the 5-Year Maturity Date to a date beyond the expiry date of an Extended Duration LC, each Extended Duration LC whose expiry date is no longer later than the 5-Year Maturity Date as so extended ( each hereinafter referred to as a “Converted LC”), shall no longer be deemed to be an Extended Duration LC, and unless an Event of Default has occurred and is continuing, and so long as there remains on deposit in the Cash Collateral Account and funds equal to the Lien undrawn face amount of all Extended Duration LC’s, excluding each such Converted LC, the Administrative Agent on shall within a reasonable time after receipt of a written request therefore from Borrower (which Borrower may send at any time after the Cash Collateral Account and effective date of such extension of the funds therein shall automatically terminate5-Year Maturity Date), refund to Borrower an amount equal to the undrawn face amount of each such Converted LC.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrowers shall, on Bank’s or Agent’s request, or may forthwith deposit with the consentAgent, in cash, an amount equal to 105% of the Majority aggregate amount of LC Outstandings or deliver to Agent as beneficiary a direct pay letter of credit in form and from an issuing bank acceptable to Agent, in its sole discretion, and providing for the direct payment to Agent of all LC Outstandings upon drawings thereunder. If Borrowers fail to make such deposit on the first Business Day following Agent’s or Bank’s demand therefor, Lenders may (and shall upon direction of the Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent’s discretion, in Cash Equivalents. Each Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrowers to Agent or any Lender with respect to the LC Outstandings that may be then outstanding. Neither any Borrower nor any other Person claiming by, through or under or on such date. Such behalf of any Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that (i) upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower Borrowers unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any other Obligations outstanding, with any surplus to be turned over to Borrowers) or (ii) if no Event of Default then exists, Borrower has the LC Outstandings as Availability required by this Agreement after giving effect thereto and when such obligations shall become due and payable. Upon payment is in fullcompliance with Section 2.2.3, after the termination of the Letters of Credit, of all then Borrower may withdraw such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateCollateral.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (i) after ----------------------- the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given the Administrative Agent, at the direction or declaration made by with the consent of the Required Lenders, may require the Borrower to deliver to the Administrative Agent pursuant such additional amount of cash as is equal to this Article VI shall affect the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit in accordance with the terms of shall have drawn or be entitled at such Letter of Credit or time to draw thereunder) and (ii) in the obligations event of each Lender in respect a prepayment under SECTION 2.6(c), or to the extent any amount of each such Letter a required prepayment under any of Credit; providedSECTIONS 2.6(d) or 2.6(e) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Commitments, however, that if an Event of Default has occurred and is continuingas contemplated by SECTION 2.6(f), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts in each case under clauses (i) and (ii) above to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “"Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion"). The Borrower hereby grants to the Administrative Agent Agent, for the benefit of the LC Issuing Banks Lender and the Lenders Revolving Credit Lenders, a Lien upon and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on deposit therein to secure its reimbursement obligations the investment of such amounts in respect Cash Equivalents, which investments shall be made at the direction of Letters the Borrower (unless a Default or Event of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orDefault shall have occurred and be continuing, in which case the case determination as to investments shall be made at the option and in the discretion of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply Agent), 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 Issuing Lender, under any Letter of Credit at any time during which any amounts then on deposit are held in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign deliver to the Borrower any cash then Issuing Lender 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 the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Lien Issuing Lender for all of its obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the Cash Collateral Account sum of (x) the -------- aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the funds therein aggregate Letter of Credit Exposure of all Revolving Credit Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall automatically terminatehave occurred and be continuing at such time. If the Borrower 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 Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrowers shall, on Bank's or Agent's request, or may forthwith deposit with the consentAgent, in cash, an amount equal to 105% of the Majority aggregate amount of LC Outstandings. If Borrowers fail to make such deposit on the first Business Day following Agent's or Bank's demand therefor, Lenders may (and shall upon direction of the Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Each Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrowers to Agent or any Lender with respect to the LC Outstandings that may be then outstanding. Neither any Borrower nor any other Person claiming by, through or under or on such date. Such behalf of any Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that (i) upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower Borrowers unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any other Obligations outstanding, with any surplus to be turned over to Borrowers) or (ii) if no Event of Default then exists, Borrower has the LC Outstandings as Availability required by this Agreement after giving effect thereto and when such obligations shall become due and payable. Upon payment is in fullcompliance with Section 2.2.3, after the termination of the Letters of Credit, of all then Borrower may withdraw such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateCollateral.

Cash Collateral Account. Notwithstanding anything Unless applied by the Assignee to Secured Obligations then due and payable, all sums of money that are paid to the contrary contained herein, no notice given or declaration made by the Administrative Agent Assignee pursuant to this Article VI Agreement with respect to the Collateral shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance be deposited into a non-interest bearing account with the terms of such Letter of Credit Assignee or (ii) another financial institution selected by the obligations of each Lender Assignee in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account its sole discretion (the “Cash Collateral Account”) described below equal ). Some or all of the funds from time to time in the LC Outstandings on such date. Such Cash Collateral Account shall may be invested in time deposits, including certificates of deposit issued by the Assignee or another financial institution selected by the Assignee in its sole discretion (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as “Time Deposits”) that are satisfactory to the Assignee, provided, in any such case, arrangements satisfactory to the Assignee are made to perfect, and to ensure the first priority of, its lien and security interest in such Time Deposits. Interest earned on the Time Deposits, and the principal of the Time Deposits at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account maturity that is not invested in new Time Deposits, shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal Account. The Cash Collateral Account, all sums from time to time standing to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in credit of the Cash Collateral Account, for a term any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits, and any and all proceeds of any thereof are hereinafter referred to be determined by as the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, “Cash Collateral.” If the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are is not reimbursed in full immediately upon demand or, in maintained with the case of subsequent drawings, upon being made, then, in any such eventAssignee, the Administrative Agent may apply Assignors shall, at the amounts then on deposit Assignee's request and option, pursuant to an agreement in form and substance satisfactory to the Assignee, either (a) cause the depositary bank with which the Cash Collateral Account is maintained to agree to comply at any time with instructions from the Assignee to such depositary bank directing the funds comprising the Cash Collateral, without further consent of the Assignee, or (b) arrange for the Assignee to become the customer of such depositary bank with respect to the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to At, or at any time before, the contrary contained herein, no notice given or declaration made by time the Administrative Agent pursuant to this Article VI Borrower shall affect (i) the obligation of any LC Issuing Bank be required to make any payment under any Letter of Credit in accordance with a deposit into the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingCash Collateral Account, the Administrative Agent shall establish and maintain at its offices at One Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx the request, or may with the consent, name of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and but under the sole dominion and control of, of the Administrative Agent, and amounts deposited in a cash collateral account designated as "ANTEC Corporation/Cash Collateral Account" (the "CASH COLLATERAL ACCOUNT"). The Borrower may from time to time make one or more deposits into the Cash Collateral Account and shall bear interest at a rate equal from time to the rate generally offered time make such deposits as are required by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretionthis Agreement. The Borrower hereby grants pledges to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders Credit Parties, a Lien on and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds sums at any time and from time to time on deposit therein (the Cash Collateral Account, together with all sums on deposit therein, being sometimes hereinafter collectively referred to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed as the "CASH COLLATERAL"), as collateral security for the prompt payment in full immediately upon demand orwhen due, in whether at stated maturity, by acceleration or otherwise, of the case of subsequent drawingsBorrower Obligations. The Borrower agrees that at any time and from time to time at its expense, upon being madeit will promptly execute and deliver to the Administrative Agent any further instruments and documents, thenand take any further actions, in any such event, that may be necessary or that the Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Cash Collateral. The Borrower agrees that it will not (i) sell or otherwise dispose of any of the Cash Collateral, or (ii) create or permit to exist any Lien upon any of the Cash Collateral, except for Permitted Liens. The Borrower hereby authorizes the Administrative Agent, promptly after each drawing under any Letter of Credit shall become due and payable, to apply the amounts then any and all cash on deposit in the Cash Collateral Account, toward Account towards the payment in full of any reimbursement of the LC Outstandings as Issuer for all sums paid in respect of such drawing, and when such obligations all other Borrower Obligations which shall become then be due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateowing.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Obligations, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, time that if an Event of Default exists, (ii) on any date that Availability is less than zero or (iii) on or at any time after the Commitment Termination Date, then Borrowers shall, on Issuing Bank's or Administrative Agent's request, forthwith pay to Issuing Bank the amount of any LC Obligations that are then due and payable and shall, upon the occurrence of any of the events described in clauses (i) and (iii) hereinabove, Cash Collateralize all outstanding Letters of Credit or deliver to Administrative Agent a Supporting LC in a face amount equal to 104% of the aggregate Undrawn Amounts of such Letters of Credit. If notwithstanding the occurrence of one or more of the events described in clauses (i) and (iii) in the immediately preceding sentence Borrowers fail to Cash Collateralize, or provide a Supporting LC as provided hereinabove with respect to, any outstanding Letters of Credit on the first Business Day following Administrative Agent's or Issuing Bank's demand therefor, Lenders may (and shall upon direction of Administrative Agent) advance such amount as Revolver Loans (whether or not the Commitment Termination Date has occurred and or an Out-of-Formula Condition is continuing, the created thereby). Such cash (together with any interest accrued thereon) shall be held by Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear and may be invested, in Administrative Agent's discretion, in Cash Equivalents. Each Borrower hereby pledges to Administrative Agent and grants to Administrative Agent a security interest at a rate equal in, for the benefit of Administrative Agent in such capacity and for the Pro Rata Benefit of Lenders, all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the rate generally offered by Citibank for deposits equal payment of all Obligations (including LC Obligations), whether or not then due or payable. From time to the amount time after cash is deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien may apply Cash Collateral then held in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect the payment of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand oramounts, in the case of subsequent drawings, upon being made, then, in any such event, the order as Administrative Agent may apply elect, as shall be or shall become due and payable by Borrowers to Issuing Bank, Administrative Agent or any Lender with respect to the amounts then LC Obligations. Neither Borrowers nor any other Person claiming by, through or under or on deposit behalf of Borrowers shall have any right to withdraw any of the Cash Collateral held in the Cash Collateral Account, toward including any accrued interest, provided that upon termination or expiration of all Letters of Credit and the payment in full and satisfaction of any all of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullObligations, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then Cash Collateral remaining in the Cash Collateral Account and the Lien (plus accrued interest thereon, if any)shall be returned to Borrowers unless an Event of the Default then exists (in which event Administrative Agent on the may apply such Cash Collateral Account and to the funds therein payment of any other Obligations outstanding and, to the extent so applied, such Cash Collateral shall automatically terminatebe applied in accordance with the provisions of SECTION 5.6, with any surplus to be turned over to Borrowers).

Cash Collateral Account. Notwithstanding anything In the event that, (a) as of ----------------------- the tenth Business Day preceding a Letter of Credit Event Date, any Letter of Credit scheduled to expire on such Letter of Credit Event Date shall not have been renewed or replaced in the manner and to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect extent necessary in order for (i) the obligation of any LC Issuing Bank Borrower to make any payment under any Letter of Credit be in accordance compliance with the terms of Section 1.02(a) on such Letter of Credit Event Date or (ii) the obligations sum of each Lender in respect (x) the aggregate principal amount of each Loans outstanding at such time, (y) the aggregate amount of accrued and unpaid interest thereon and accrued and unpaid fees payable under the Loan Documents and (z) the aggregate amount of interest and fees that would accrue for the three month period (or, if less, the period from the date of determination through the date that is 30 days after the next Increase Date) commencing on the date of determination, assuming such Loans remained outstanding during such period and bore interest throughout such period at the weighted average rate applicable to such Loans on the date of determination, to be no greater than the sum of the Available Letter of Credit Amount and the Available Cash Collateral Amount (assuming such Letter of Credit were to so expire) on such Letter of Credit Event Date or (b) as of the ninetieth day after the first day on which an Issuing Bank shall have failed to maintain the Required LC Rating (without the Letter or Letters of Credit issued by such Issuing Bank being replaced by a Letter or Letters of Credit; provided, however, that if an Event of Default has occurred and is continuing), the Administrative Agent shall at be entitled to draw in full on such expiring Letter or Letters of Credit or on such Letter or Letters of Credit issued by such Issuing Bank, as the requestcase may be, or may with the consentand, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount as provided in the Collateral Account Agreement, hold the proceeds of such drawing in a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall maintained at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent's Office as collateral securing the prompt payment when due (whether at maturity, by reason of mandatory prepayment or acceleration or otherwise) of the principal and interest on the Loans and the Notes and all other amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants payable to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to Banks under the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its rightLoan Documents. Such cash collateral, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any together with drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the under Letters of Credit, of all shall be applied to such obligationsamounts on a pro rata basis as provided in Section 1.02(d). In the event that, at any time, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien sum of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.Available Letter of Credit

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrowers shall, on Fleet's or Agent's request, or may forthwith deposit with the consentAgent, in cash, an amount equal to 105% of the Majority aggregate amount of LC Outstandings. If Borrowers fail to make such deposit on the first Business Day following Agent's or Fleet's demand therefor, Lenders may (and shall upon direction of the Required Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent ) advance such amount as Revolver Loans (whether or not an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such dateOut-of-Formula Condition is created thereby). Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account cash (together with any interest accrued thereon) shall be maintained with the Administrative held by Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear and may be invested, in Agent's discretion, in Cash Equivalents. Each Borrower hereby pledges to Agent and grants to Agent a security interest at a rate equal in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the rate generally offered by Citibank for deposits equal payment of all Obligations, whether or not then due or payable. From time to the amount time after cash is deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Agent may apply Cash Collateral then held in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect the payment of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand oramounts, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative order as Agent may apply elect, as shall be or shall become due and payable by Borrowers to Agent or any Lender with respect to the amounts then LC Obligations. Neither a Borrower nor any other Person claiming by, through or under or on deposit behalf of Borrowers shall have any right to withdraw any of the Cash Collateral held in the Cash Collateral Account, toward including any accrued interest, provided that upon termination or expiration of each Letter of Credit and the payment in full and satisfaction of any all of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullwith respect thereto, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then Cash Collateral remaining in the Cash Collateral Account and with respect to such Letter of Credit shall be returned to Borrowers unless an Event of Default then exists (in which event Agent may apply such Cash Collateral to the Lien payment of any other Obligations outstanding, with any surplus remaining after Full Payment of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateObligations to be turned over to Borrowers).

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrowers shall, on Agent's request, or forthwith pay to Agent the amount of any LC Outstandings that are then due and payable and shall Cash Collateralize all outstanding Letters of Credit. If Borrowers fail to Cash Collateralize any outstanding Letters of Credit on the first Business Day following Agent's demand therefor, Lenders may with the consent, (and shall upon direction of the Majority Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Each Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrowers to Agent or any Lender with respect to the LC Outstandings Outstandings. Neither any Borrower nor any other Person claiming by, through or under or on such date. Such behalf of Borrowers shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower Borrowers unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrowers).

Cash Collateral Account. Notwithstanding anything Upon the occurrence of a default or Event of Default under this Agreement and following a request of Lender, Borrower shall cause all Payments to be deposited into the Cash Collateral Account. In furtherance of this covenant, Borrower shall instruct all Customers to make all Payments either by electronic funds transfer directly to the contrary contained hereinCash Collateral Account or by check to a post office box or other collection facility under Lender's control for deposit into the Cash Collateral Account. If any Payments are made directly to the Borrower or otherwise come into the Borrower's possession, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Borrower shall affect (i) the obligation of not commingle any LC Issuing Bank to make any payment under any Letter of Credit in accordance such Payment with the terms Borrower's other funds or property, but shall hold the Payment separate and apart in trust for the Lender and shall promptly deliver the Payment to the Lender (appropriately endorsed, if the Payment is in the form of such Letter a check) for deposit into the Cash Collateral Account. Interest (if any) earned on sums on deposit in the Cash Collateral Account shall be added to the Cash Collateral Account. The Borrower hereby appoints the Lender and any officer, employee or agent of Credit the Lender as the Lender may from time to time designate as attorneys-in-fact for the Borrower to endorse and sign the name of the Borrower on all checks, drafts, money orders or (ii) other Items delivered to the obligations Lender for deposit into the Cash Collateral Account. The Cash Collateral Account shall constitute part of each the Collateral, and funds on deposit in the Cash Collateral Account shall be applied towards the amounts due and owing under the Revolving Note, this Agreement and/or the other Loan Documents as determined by Lender in respect its sole and absolute discretion, and provided no Event of each such Letter of Credit; providedDefault has occurred and remains uncured, however, that if the remaining funds shall be deposited into Borrower's Operating Account. If an Event of Default has occurred and is continuingremains uncured, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account Payments received by Lender shall be maintained with applied as the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Lender may determine in its sole discretion. The Borrower hereby grants retains sole responsibility for assuring that Borrower's Operating Account contains sufficient funds to pay any Items that may be presented for payment from the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Operating Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything At any time and from time to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect time (i) during the obligation continuance of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingDefault, the Administrative Agent shall Agent, at the requestdirection, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, may require the Borrower to deposit with deliver to the Administrative Agent an such additional amount of cash as is equal to 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 (ii) in the event of a prepayment under SECTION 2.7(B), the Administrative Agent will retain such amount as may then be required to be retained under the proviso in SECTION 2.7(B), such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the “"Cash Collateral Account”") described below equal to as security for, and for application to, the LC Outstandings on such date. Such Cash Collateral Account Borrower's Reimbursement Obligations as and when the same shall at all times be free and clear of all rights or claims of third partiesarise. The Administrative Agent 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 Collateral Account Equivalents, which investments shall be maintained with made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to which investments shall be made shall be at the option and in the discretion of the Administrative Agent; provided that the Administrative Agent in the name ofshall have no liability with respect thereto), and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the 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 the Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Bank for a term to all of its obligations thereunder shall be determined held by the Administrative AgentAgent (i) in the case of funds held pursuant to clause (i) above during the continuance of an Event of Default, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Borrower, to be applied against the Obligations then or as they become due and the Lenders a Lien payable in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, order as the Administrative Agent may apply the amounts then on deposit direct and (ii) in the Cash Collateral Accountevent funds held pursuant to clause (ii) above, toward where the payment in full of any of Borrower is required to provide cash collateral pursuant to SECTION 2.7(B), such amount (to the LC Outstandings extent not applied as and when such obligations aforesaid) shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign be returned to the Borrower any on demand, provided that after giving effect to such return (i) the sum of (y) the aggregate principal amount of all Loans outstanding at such time and (z) the aggregate Letter of Credit Outstandings at such time would not exceed the Total Commitment at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide cash then in collateral as a result of an Event of Default, such amount (to the Cash Collateral Account and extent not applied as aforesaid) shall be returned to the Lien Borrower within two (2) Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything If for any reason the aggregate amount delivered by the Borrower for deposit in the L/C Cash Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by the Borrower shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such Letter of Credit (as to such Letter of Credit, the "MAXIMUM AVAILABLE AMOUNT") to the contrary contained hereinAggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which the Borrower has deposited in the L/C Cash Collateral Account any amounts described above, no notice given Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation expiration of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with respect of which the terms Borrower has deposited in the L/C Cash Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the L/C Collateral Account in respect of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orless, in the case of subsequent drawings, upon being made, then, in any such eventa reduction, the Administrative Agent may apply Maximum Available Amount under such Letter of Credit immediately after such reduction) first, to the payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which the Borrower has failed to pay all or a portion of the amounts then on deposit described above (such cash collateralization to be apportioned among all such Letters of Credit in the Cash Collateral Accountmanner described above), toward third, to the extent of any further excess, to the payment in full of any of the LC Outstandings other outstanding Secured Obligations in such order as Secured Party shall elect, and when such obligations shall become due and payable. Upon payment in fullfourth, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower extent of any cash then in further excess, to the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein payment to whomsoever shall automatically terminatebe lawfully entitled to receive such funds.

Cash Collateral Account. Notwithstanding anything to If a Trigger Period shall be continuing, all Available Cash (after payment of the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of Monthly Budgeted Amount and any LC Issuing Bank to make any payment under any Letter of Credit Approved Extraordinary Operating Expenses in accordance with the terms of such Letter of Credit or (iiSection 6.8.1) the obligations of each Lender in respect of each such Letter of Credit; providedshall be paid to Administrative Agent, however, that if an Event of Default has occurred and is continuing, the which amounts shall be transferred by Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent into an amount in the cash collateral account Account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the held by Administrative Agent in as cash collateral for the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited Debt. Amounts on deposit from time to time in the Cash Collateral Account shall bear interest at a rate equal pursuant to this Section 6.7 are referred to as the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the “Cash Collateral AccountFunds”. Administrative Agent shall have the right, for but not the obligation, at any time during the continuance of a term to be determined by the Administrative AgentTrigger Period, in its sole discretion. The Borrower hereby grants and absolute discretion to the Administrative Agent for the benefit of the LC Issuing Banks apply any and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts Funds then on deposit in the Cash Collateral AccountAccount to the Debt, toward in such order and in such manner as Administrative 130 Agent shall elect in its sole and absolute discretion, including to make a prepayment of principal to cause the payment in full of Debt Yield to meet the Low Debt Yield Trigger (together with the applicable Yield Maintenance Premium, if any, applicable thereto) or any other amounts due hereunder. If Borrower obtains knowledge of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, occurrence of a Trigger Period after the termination initial occurrence of such Trigger Period, Borrower shall, within five (5) Business Days of obtaining knowledge of such Trigger Period, notify Administrative Agent of the Letters occurrence of Credit, of all such obligations, the Administrative Agent will repay Trigger Period and reassign to the Borrower any cash then in deposit into the Cash Collateral Account and an amount equal to the Lien amount of the Administrative Agent on Available Cash that would have been deposited into the Cash Collateral Account pursuant to this Section 6.7.1 if the Borrower had been aware of the Trigger Period on the date on which it first occurred, for the period from the date on which such Trigger Period first occurred through the date on which such amounts are deposited after such date of knowledge. As an example of the foregoing, if a Trigger Period commenced on March 31, but the Borrower did not have knowledge of the occurrence of such Trigger Period until May 31, within five (5) Business Days of May 31, the Borrower shall notify Administrative Agent of such Trigger Period and shall deposit an amount equal to all Available Cash from March 31 until the funds therein shall automatically terminatedate such amounts are deposited pursuant to Section 6.8.1 into the Cash Collateral Account.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Obligations, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, time that if an Event of Default exists, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Commitment Termination Date, then Borrower shall, on Issuing Bank's or Agent's request, forthwith pay to Issuing Bank the amount of any LC Obligations that are then due and payable and shall, upon the occurrence of any of the events described in clauses (i) and (iii) hereinabove, provide Cash Collateral for all outstanding Letters of Credit. If notwithstanding the occurrence of one or more of the events described in clauses (i) and (iii) in the immediately preceding sentence Borrower fails to provide Cash Collateral for any outstanding Letters of Credit on the first Business Day following Agent's or Issuing Bank's demand therefor, Lenders may (and shall upon direction of Agent) advance such amount as Revolver Loans (whether or not the Commitment Termination Date has occurred and or an Out-of-Formula Condition is continuing, the Administrative created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the benefit of Secured Parties, all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations (including LC Obligations), whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrower to Issuing Bank, Agent or any Lender with respect to the LC Outstandings Obligations. Neither Borrower nor any other Person claiming by, through or under or on such date. Such behalf of Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Obligations, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any other Obligations outstanding in accordance with the provisions of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullSection 4.6, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrower).

Cash Collateral Account. Notwithstanding anything Borrower agrees to cause all payments and distributions with respect to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect Acquired Units (i) the obligation including any and all proceeds of any LC Issuing Bank sale, assignment, transfer or other disposition of any Acquired Units) to be wired or deposited directly into the Cash Collateral Account, and Borrower shall so direct NRP by written instruction to make any payment under any Letter of Credit in accordance with all payments and distributions to Borrower directly into the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Cash Collateral Account. Administrative Agent shall at have the requestexclusive right and authority to apply proceeds of any sale, assignment, transfer or may with the consent, other disposition of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent any Acquired Units in an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on mandatory prepayment due pursuant to Section 2.7(b) resulting from such datesale, assignment transfer or dispositions. Such Cash Collateral Account shall at all times be free Upon the occurrence of a Sweep Event and clear continuing until the occurrence of all rights a Sweep Termination Event or claims upon the occurrence of third parties. The Cash Collateral Account shall be maintained with the any Event of Default, Administrative Agent in shall have the name of, exclusive right and under authority to direct the sole dominion disposition or disbursement of any and control of, the Administrative Agent, and amounts all funds then or thereafter deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term including the application of funds therein to be determined by the pay or prepay any Obligations as Administrative Agent, Agent may elect in its sole discretion. The As security for the payment and performance of the Obligations, Borrower hereby grants collaterally transfers, assigns, and pledges to the Administrative Agent for the ratable benefit of the LC Issuing Banks Lenders and the Lenders a Lien in and hereby assigns grants to the Administrative Agent for the ratable benefit of LC Issuing Banks and the Lenders all of its right, title and a security interest in, the Cash Collateral Account and in all funds of Borrower now or hereafter or from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward . All remedies as secured party or assignee of such funds shall be exercisable by Administrative Agent upon the payment in full occurrence and during the continuance of any Event of Default, regardless of whether the LC Outstandings as and when exercise of any such obligations shall become due and payable. Upon payment remedy would result in full, after the termination any penalty or loss of the Letters interest or profit with respect to any withdrawal of Credit, of all such obligations, the Administrative Agent will repay and reassign funds deposited in a time deposit account prior to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatematurity thereof.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Section 6.02 shall affect (i) the obligation of any LC Issuing Bank the XX Xxxxx to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an (i) upon the occurrence and during the continuance of any Event of Default has occurred and is continuingDefault, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the aggregate maximum amount available to be drawn under all Letters of Credit outstanding at such time, (ii) at any time that there shall exist a Defaulting Lender, promptly upon (and in any case within 2 Business Days after) the request of the Administrative Agent, any LC Outstandings on Bank or the Swingline Lender, the Borrower shall deposit with the Administrative Agent an amount in the Cash Collateral Account equal to an amount sufficient to cover all Fronting Exposure (after giving effect to Section 8.16(a)(iv) and any cash collateral provided by the Defaulting Lender) and (iii) at any time that there shall exist a Post-Maturity Letter of Credit, at least thirty days prior to the Maturity Date the Borrower shall deposit with the Administrative Agent an amount in the Cash Collateral Account equal to 102% of the undrawn face amount of such datePost-Maturity Letter of Credit, plus unpaid fees associated with such Post-Maturity Letter of Credit then due and payable or to be owed with respect to such Post-Maturity Letter of Credit for the period from the time such cash collateral is deposited as collateral until the stated expiry date of such Post-Maturity Letter of Credit. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank JPMorgan Chase Bank, N.A. for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Agent in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Lenders and the Lenders XX Xxxxx a Lien in on, and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks the Lenders and the Lenders XX Xxxxx all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may may, and, upon the Borrower’s request, shall, apply the amounts then on deposit in the Cash Collateral Account, in such priority as the Administrative Agent shall elect, toward the payment in full of any or all of the LC Outstandings Borrower’s obligations hereunder as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then on deposit in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate. Any cash deposited in the Cash Collateral Account provided to reduce Fronting Exposure or other cash collateralization obligations in relation to a Defaulting Lender shall be released promptly following (i) the elimination of the applicable Fronting Exposure or such other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender), in the appropriate portion of such deposited cash, or (ii) the Administrative Agent’s good faith determination that there exists excess cash collateral, in the amount of such excess; provided, however, (x) that cash collateral furnished by or on behalf of the Borrower shall not be released during the continuance of an Event of Default, and (y) the Person providing cash collateral and each relevant LC Bank or Swingline Lender, as applicable, may agree that cash collateral shall not be released but instead held to support future anticipated Fronting Exposure or such other obligations.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Section 6.01 shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, provided that if an upon the occurrence and during the continuance of any Event of Default has occurred and is continuingDefault, the Administrative Agent shall at the request, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to 102% of the LC Outstandings on aggregate maximum amount available to be drawn under all Letters of Credit outstanding at such datetime. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank the Administrative Agent for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Agent in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the Lenders, the LC Issuing Banks and the Lenders Swing Line Banks, a Lien in on, and hereby assigns to the Administrative Agent for the benefit of the Lenders, the LC Issuing Banks and the Lenders Swing Line Banks all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations Reimbursement Obligations in respect of Letters of CreditCredit or repayment obligations in respect of the Swing Line Advances, as applicable. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may may, and, upon the Borrower’s request, shall, apply the amounts then on deposit in the Cash Collateral Account, in such priority as the Administrative Agent shall elect, toward the payment in full of any or all of the LC Outstandings Borrower’s Obligations hereunder as and when such obligations Obligations shall become due and payable. Upon the earlier to occur of (a) payment in full, after the termination of the Letters of Credit, of all such obligationsObligations and (b) the date on which all Events of Default shall have been cured or waived, the Administrative Agent will repay and reassign to the Borrower any cash then on deposit in the Cash Collateral Account Account, and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (a) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given the Administrative Agent, at the direction or declaration made by with the consent of the Required Revolving Lenders, may require the Borrower to deliver to the Administrative Agent pursuant such amount of cash as is equal to this Article VI shall affect the Minimum Collateral Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (b) in accordance with the terms event of such Letter a prepayment under Section 2.06(d) or to the extent any amount of Credit or (iia required prepayment under any of Sections 2.06(e) and 2.06(g) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the obligations of each Lender in respect of each such Letter of Credit; providedCommitments, however, that if an Event of Default has occurred and is continuingas contemplated by Section 2.06(h), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts in each case under clauses (a) and (b) above to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties). The Cash Collateral Account Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, grant) to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts deposited held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent 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 Borrower (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 Agent and the Administrative Agent shall have no liability in respect of any losses or other returns in respect of any such investments), amounts in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign deliver to the Borrower any cash then Issuing Lender 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 the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Lien Issuing Lender for all of its obligations thereunder shall be promptly returned to the Borrower; provided that if an Event of Default is then continuing, such amounts shall not be returned to Borrower but shall be applied against the Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to Section 2.06, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that (i) after giving effect to such return the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Event of Default then exists. If the Borrower is required to provide Cash Collateral Account and as a result of an Event of Default, such amount (to the funds therein extent not applied as aforesaid) shall automatically terminatebe returned to the Borrower within three Business Days after such Event of Default has been cured or waived.

Cash Collateral Account. Notwithstanding anything If any LC Outstandings, whether or not then due or payable, shall for any reason be outstanding at any time, then Borrowers shall forthwith deposit with Agent, in cash, an amount equal to 100% of the contrary contained hereinaggregate amount of LC Outstandings. Borrowers’ failure to make any such deposit on the first Business Day following the date on which such LC Outstandings arise shall constitute an immediate Event of Default. Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, no notice given in Agent's discretion, in Cash Equivalents. Each Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or declaration made by the Administrative Agent pursuant to this Article VI shall affect not then due or payable. At any time when (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if there has not occurred and is continuing an Event of Default has occurred and is continuing(ii) Cash Collateral in the Cash Collateral Account exceeds the LC Outstandings, the Administrative Agent shall at the requestshall, or may with the consent, within one (1) Business Day of the Majority Lenderswritten request from Borrower, upon notice release such excess Cash Collateral form the liens granted in this Section 1.2.7 and return such excess Cash Collateral to the Borrower, require the Borrower . From time to deposit with the Administrative Agent an amount time after cash is deposited in the cash collateral account (the “Cash Collateral Account”) described below equal , Agent may, after the occurrence and during the continuance of an Event of Default, apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrowers to Agent or any Lender with respect to the LC Outstandings that may be then outstanding. Neither any Borrower nor any other Person claiming by, through or under or on such date. Such behalf of any Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower Borrowers unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrowers).”

Cash Collateral Account. Notwithstanding anything Unless applied by the Assignee to Secured Obligations then due and payable, all sums of money that are paid to the contrary contained herein, no notice given or declaration made by the Administrative Agent Assignee pursuant to this Article VI Agreement with respect to the Collateral shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance be deposited into an interest bearing account with the terms of such Letter of Credit Assignee or (ii) another financial institution selected by the obligations of each Lender Assignee in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account its sole discretion (the “Cash Collateral Account”) described below equal ). Some or all of the funds from time to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited time in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited may be invested in time deposits, including certificates of deposit issued by the Borrower in the Cash Collateral Account, for a term to be determined Assignee or another financial institution selected by the Administrative Agent, Assignee in its sole discretion. The Borrower hereby grants discretion (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as “Time Deposits”) that are satisfactory to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its rightAssignee, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, thenprovided, in any such eventcase, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign arrangements satisfactory to the Borrower any cash then Assignee are made to perfect, and to ensure the first priority of, its lien and security interest in the Cash Collateral Account and the Lien of the Administrative Agent such Time Deposits. Interest earned on the Cash Collateral Account and on the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits, and any and all proceeds of any thereof are hereinafter referred to as the “Cash Collateral.” If the Cash Collateral Account is not maintained with the Assignee, the Assignor shall, at the Assignee’s request and option, pursuant to an agreement in form and substance satisfactory to the Assignee, either (a) cause the depositary bank with which the Cash Collateral Account is maintained to agree to comply at any time with instructions from the Assignee to such depositary bank directing the funds therein shall automatically terminatecomprising the Cash Collateral, without further consent of the Assignee, or (b) arrange for the Assignee to become the customer of such depositary bank with respect to the Cash Collateral Account.

Cash Collateral Account. Notwithstanding anything At any time and from time to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect time (i) after the obligation occurrence and during the continuance of an Event of Default, the Agent, at the direction or with the consent of the Required Lenders, may require the Borrower to deliver to the Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any LC Issuing Bank to make time outstanding (whether or not any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in accordance with the terms event of a prepayment under Section 2.6(b), or to the extent any amount of a required prepayment under Section 2.6(c) remains after prepayment of all outstanding Loans and Reimbursement Obligations , as contemplated by such subsections, the Agent will retain such amount as may then be required to be retained, such amounts in each case under clauses (i) and (ii) above to be held by the Agent in a cash collateral account (the "Cash Collateral Account"). The Borrower hereby grants to the Agent, for the benefit of the Issuing Lender 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 Exposure, and for application to the Borrower's Reimbursement Obligations as and when the same shall arise. The Agent 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 Borrower (unless a Default or (ii) Event of Default shall have occurred and be continuing, in which case the obligations determination as to investments shall be made at the option and in the discretion of each Lender the Agent), amounts in respect 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 each such a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit; providedCredit at any time during which any amounts are held in the Cash Collateral Account, howeverthe Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, that if an the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall be held by the Agent, for the benefit of the Borrower, to be applied against the Obligations in such order and manner as the Borrower (so long as no Default or Event of Default has occurred and is continuing, and otherwise the Administrative Agent shall at Agent) may direct. If the requestBorrower is required to provide cash collateral pursuant to Section 2.6(b), or may with the consent, of the Majority Lenders, upon notice such amount (to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”extent not applied as aforesaid) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign returned to the Borrower any on demand, provided that after giving effect to such return (i) the sum of (y) the aggregate principal amount of all Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide cash then in collateral as a result of an Event of Default, such amount (to the Cash Collateral Account and extent not applied as aforesaid) shall be returned to the Lien Borrower within three (3) Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrower shall, on Agent's request, or forthwith deposit with Agent, in cash, an amount equal to the maximum aggregate amount of all LC Outstandings then outstanding. If Borrower fails to make such deposit on the first Business Day following Agent's demand therefor, Lenders may with the consent, (and shall upon direction of the Majority Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrower to Agent or any Lender with respect to the LC Outstandings Obligations which may be then outstanding. Neither Borrower nor any other Person claiming by, through or under or on such date. Such behalf of Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, PROVIDED that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings outstanding, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrower).

Cash Collateral Account. Notwithstanding anything At any time and from time to time in the event of a payment under Section 2.6(b) or 2.6(c) (to the contrary contained hereinextent required by such Sections), no notice given or declaration made the Administrative Agent will retain such amount as may then be required to be retained, such amounts to be held by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the a cash collateral account (the “"Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties"). The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, Borrowers hereby grant to the Administrative Agent, for the benefit of the Issuing Lenders and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts deposited held therein from time to time as security for the aggregate Letter of Credit Exposure, and for application to the Borrowers' Reimbursement Obligations as and when the same shall arise. The Administrative Agent 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 Borrowers (unless a Default or 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 Agent), amounts in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower Issuing Lenders, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lenders 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 the Issuing Lenders therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lenders for a term to all of their obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Borrower, to be applied against the Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply direct. If the amounts then on deposit in the Borrowers are required to provide Cash Collateral Accountpursuant to Section 2.6(b) or Section 2.6(c), toward such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers on demand; provided that after giving effect to such return (i) the Tranche 1 Credit Exposure at such time would not exceed the Tranche 1 Commitments at such time, (ii) the Tranche 2 Letter of Credit Exposure at such time would not the exceed the Tranche 2 Commitments at such time, (iii) the Secured Letter of Credit Exposure at such time would not exceed the aggregate Collateral Value at such time, and (iv) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrowers are 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 Borrowers within three Business Days after all Events of Default have 8470562v6 24740.00061 been waived. All Cash Collateral shall be returned to the Borrowers upon (x) the termination or expiration of all Letters of Credit and (y) the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateObligations.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Facility Termination Date, then Borrowers shall, on Lender's request, or may forthwith deposit with the consentLender, in cash, an amount equal to 102% of the Majority Lendersaggregate amount of LC Outstandings or, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount at Borrowers' election in the case of any LC Outstandings on the Facility Termination Date, a direct pay letter of credit as permitted pursuant to SECTION 5.2.3. If Borrowers fail to make such deposit on the first Business Day following Lender's demand therefor, Lender may advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash collateral account (together with any interest accrued thereon) shall be held by Lender in the “Cash Collateral Account and may be invested, in Lender's discretion, in Cash Equivalents. Borrowers hereby pledge to Lender and grant to Lender a security interest in, all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash is deposited in the Cash Collateral Account”) described below equal , Lender may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Lender may elect, as shall be or shall become due and payable by Borrowers to Lender with respect to the LC Outstandings that may be then outstanding. Neither Borrowers nor any other Person claiming by, through or under or on such date. Such behalf of Borrowers shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to Borrowers unless an Event of Default then exists (in which event Lender may apply such Cash Collateral to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Accountpayment of any other Obligations, for a term with any surplus to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants turned over to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateBorrowers).

Cash Collateral Account. Notwithstanding anything Lender may, upon the occurrence and continuation of an Event of Default, require the establishment of a Cash Collateral Account, in which event Borrower shall cause all Payments to be deposited into the Cash Collateral Account. In furtherance of this covenant, Borrower shall instruct all Customers to make all Payments either by electronic funds transfer directly to the contrary contained hereinCash Collateral Account or by check to a post office box or other collection facility under Lender’s control for deposit into the Cash Collateral Account. If any Payments are made directly to the Borrower or otherwise come into the Borrower’s possession, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Borrower shall affect (i) the obligation of not commingle any LC Issuing Bank to make any payment under any Letter of Credit in accordance such Payment with the terms Borrower’s other funds or property, but shall hold the Payment separate and apart in trust for the Lender and shall promptly deliver the Payment to the Lender (appropriately endorsed, if the Payment is in the form of such Letter a check) for deposit into the Cash Collateral Account. Interest (if any) earned on sums on deposit in the Cash Collateral Account shall be added to the Cash Collateral Account. The Borrower hereby appoints the Lender and any officer, employee or agent of Credit the Lender as the Lender may from time to time designate as attorneys-in-fact for the Borrower to endorse and sign the name of the Borrower on all checks, drafts, money orders or (ii) other Items delivered to the obligations Lender for deposit into the Cash Collateral Account. The Cash Collateral Account shall constitute part of each the Collateral, and funds on deposit in the Cash Collateral Account shall be applied towards the amounts due and owing under the Revolving Note, this Agreement and/or the other Loan Documents as determined by Lender in respect its sole and absolute discretion, and provided no Event of each such Letter of Credit; providedDefault has occurred and remains uncured, however, that if the remaining funds shall be deposited into Borrower’s Operating Account. If an Event of Default has occurred and is continuingremains uncured, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account Payments received by Lender shall be maintained with applied as the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Lender may determine in its sole discretion. The Borrower hereby grants retains sole responsibility for assuring that Borrower’s Operating Account contains sufficient funds to pay any Items that may be presented for payment from the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Operating Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything Lender may, at its option, require the establishment of a Cash Collateral Account, in which event Borrowers shall cause all Payments to be deposited into the Cash Collateral Account. In furtherance of this covenant, Borrowers shall instruct all Customers to make all Payments either by electronic funds transfer directly to the contrary contained hereinCash Collateral Account or by check to a post office box or other collection facility under Lender’s control for deposit into the Cash Collateral Account. If any Payments are made directly to the Borrowers or otherwise ESSEX – Amended and Restated Credit Agreement 49 come into the Borrowers’ possession, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Borrowers shall affect (i) the obligation of not commingle any LC Issuing Bank to make any payment under any Letter of Credit in accordance such Payment with the terms Borrowers’ other funds or property, but shall hold the Payment separate and apart in trust for the Lender and shall promptly deliver the Payment to the Lender (appropriately endorsed, if the Payment is in the form of a check) for deposit into the Cash Collateral Account. Interest (if any) earned on sums on deposit in the Cash Collateral Account shall be added to the Cash Collateral Account. Each Borrower hereby appoints the Lender and any officer, employee or agent of the Lender as the Lender may from time to time designate as attorneys-in-fact for such Borrower to endorse and sign the name of such Letter Borrower on all checks, drafts, money orders or other Items delivered to the Lender for deposit into the Cash Collateral Account. The Cash Collateral Account shall constitute part of Credit or (ii) the obligations of each Collateral, and funds on deposit in the Cash Collateral Account shall be applied towards the amounts due and owing under the Revolving Note, this Agreement and/or the other Loan Documents as determined by Lender in respect its sole and absolute discretion, and provided no Event of each such Letter of Credit; providedDefault has occurred and remains uncured, however, that if the remaining funds shall be deposited into Borrowers’ Operating Account. If an Event of Default has occurred and is continuingremains uncured, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account Payments received by Lender shall be maintained with applied as the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Lender may determine in its sole discretion. The Borrower hereby grants Borrowers retain sole responsibility for assuring that Borrowers’ Operating Account contains sufficient funds to pay any Items that may be presented for payment from the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Operating Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Section 6.02 shall affect (i) the obligation of any LC Issuing Bank the XX Xxxxx to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an (i) upon the occurrence and during the continuance of any Event of Default has occurred and is continuingDefault, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the aggregate maximum amount available to be drawn under all Letters of Credit outstanding at such time and (ii) at any time that there shall exist a Defaulting Lender, promptly upon (and in any case within 2 Business Days after) the request of the Administrative Agent, any LC Outstandings on such dateBank or the Swingline Lender, the Borrower shall deposit with the Administrative Agent an amount in the Cash Collateral Account equal to an amount sufficient to cover all Fronting Exposure (after giving effect to Section 8.15(a)(iv) and any cash collateral provided by the Defaulting Lender). Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank Bank of America for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Agent in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Lenders and the Lenders XX Xxxxx a Lien in on, and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks the Lenders and the Lenders XX Xxxxx all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may may, and, upon the Borrower’s request, shall, apply the amounts then on deposit in the Cash Collateral Account, in such priority as the Administrative Agent shall elect, toward the payment in full of any or all of the LC Outstandings Borrower’s obligations hereunder as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then on deposit in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate. Any cash deposited in the Cash Collateral Account provided to reduce Fronting Exposure or other cash collateralization obligations in relation to a Defaulting Lender shall be released promptly following (i) the elimination of the applicable Fronting Exposure or such other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender, in the appropriate portion of such deposited cash, or (ii) the Administrative Agent’s good faith determination that there exists excess cash collateral, in the amount of such excess; provided, however, (x) that cash collateral furnished by or on behalf of the Borrower shall not be released during the continuance of an Event of Default, and (y) the Person providing cash collateral and each relevant LC Bank or Swingline Lender, as applicable, may agree that cash collateral shall not be released but instead held to support future anticipated Fronting Exposure or such other obligations.

Cash Collateral Account. Notwithstanding anything All sums of money that are delivered pursuant to this §4 to the contrary contained herein, no notice given or declaration made by Priority Lien Collateral Agent as bailee for the Administrative Collateral Agent pursuant to this Article VI the Intercreditor Agreement shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance be deposited into an interest bearing account with the terms of Priority Lien Collateral Agent or another financial institution selected by the Priority Lien Collateral Agent in its sole discretion (any such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; providedaccount, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may whether maintained with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Priority Lien Collateral Agent an amount or in the cash collateral account (Priority Lien Collateral Agent’s name as customer being herein referred to as the “Cash Collateral Account”) described below equal ). Some or all of the funds from time to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited time in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited may be invested in time deposits, including certificates of deposit issued by the Borrower in Priority Lien Collateral Agent or the Cash Collateral Account, for a term to be determined Agent or another financial institution selected by the Administrative Agent, Priority Lien Collateral Agent in its sole discretion. The Borrower hereby grants discretion (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as “Time Deposits”), that are satisfactory to the Administrative Priority Lien Collateral Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its rightCollateral Agent, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, thenprovided, in any such eventcase, arrangements satisfactory to the Administrative Collateral Agent may apply are made to perfect, and to ensure the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any first priority of the LC Outstandings Collateral Agent’s security interest in such Time Deposits (subject, as and when such obligations shall become due and payableto priority, only to Permitted Prior Liens). Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent Interest earned on the Cash Collateral Account and on the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits and any and all proceeds of any thereof are hereinafter referred to as the “Cash Collateral.” If the Cash Collateral Account is not maintained with the Priority Lien Collateral Agent, subject to the Intercreditor Agreement, the Pledgor shall, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, either (a) cause the depositary bank with which the Cash Collateral Account is maintained to agree to comply at any time with instructions from the Collateral Agent to such depositary bank directing the funds therein shall automatically terminatecomprising the Cash Collateral, without further consent of the Pledgor, or (b) arrange for the Collateral Agent to become the customer of such depositary bank with respect to the Cash Collateral Account.

Cash Collateral Account. Notwithstanding anything The Borrowers shall establish a Cash Collateral Account in which to deposit Collateral consisting of cash or Cash Equivalents from time to time: (a) representing payments received pursuant to SECTIONS 2.3(c) and 4.9 in excess of then outstanding Revolving Credit Loans or on account of Eurodollar Rate Loans which would otherwise result in repayment of such Loans prior to the contrary contained hereinend of the Interest Period applicable thereto, no notice given or declaration made by (b) with respect to Letter of Credit Obligations and Kellxxxxx'x xxxigations with respect to the Administrative Agent pursuant to this Article VI shall affect VRDN Letter of Credit (i) at the obligation request of the Agent upon the occurrence of an Event of Default, or (ii) for the purposes set forth in SECTION 4.6 in the event of termination of this Agreement, or (c) for any LC Issuing Bank other purpose appropriate under this Agreement to make provide security for the Secured Obligations. On the last day of the applicable Interest Period as to any payment amounts deposited to the Cash Collateral Account pursuant to CLAUSE (a) above or if a drawing under any Letter of Credit in accordance with the terms of such VRDN Letter of Credit or (ii) the obligations of each Lender in respect of each such a Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may Credit occurs with the consent, of the Majority Lenders, upon notice respect to any amounts deposited to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights pursuant to CLAUSE (b) above, each Borrower hereby authorizes the Agent to use the monies deposited in the Cash Collateral Account to make payment to the payee with respect to such Loan or claims of third partiesdrawing. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, of the Agent and under the Agent shall have sole dominion and control ofover, and sole access to, the Administrative Agent, and amounts deposited Cash Collateral Account. Neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the Cash Collateral Account. Each Borrower agrees that it will not at any time (i) sell or otherwise dispose of any interest in the Cash Collateral Account shall bear interest at a rate equal or any funds held therein or (ii) create or permit to exist any Lien upon or with respect to the rate generally offered Cash Collateral Account or any funds held therein, except as provided in or contemplated by Citibank this Agreement. The 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 Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for deposits equal taking any necessary steps to the amount deposited by the Borrower preserve rights against any parties with respect to any funds held in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants Subject to the Administrative Agent for the benefit right of the LC Issuing Banks and the Lenders a Lien in and hereby assigns Agent to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, withdraw funds from the Cash Collateral Account as provided herein, the Agent will, so long as no Default or Event of Default shall have occurred and all funds be continuing, from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then invest funds on deposit in the Cash Collateral Account, toward the payment in full 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 Cash Equivalents, as the Borrowers may direct prior to the occurrence of a Default or Event of Default and as the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, Agent may select after the termination occurrence and during the continuance of a Default or Event of Default. Such proceeds, interest and income which are not so invested or reinvested in Cash Equivalents shall be deposited and held by the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account Account. The Agent makes no representation or warranty as to, and shall not be responsible for, the Lien rate of the Administrative Agent return, if any, earned in any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the Cash Collateral Account and the funds therein shall automatically terminateterms set forth in this SECTION 4.16.

Cash Collateral Account. Notwithstanding anything On or prior to the contrary contained herein, no notice given or declaration made by date of the Administrative Agent Initial Deposit pursuant to this Article VI Subsection 2.2(i), the Servicer, as agent for Xxxxxx Mae, shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance establish with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in Custodial Bank the Cash Collateral Account in a manner satisfactory to Xxxxxx Xxx. The Servicer shall bear interest maintain the Cash Collateral Account at a rate equal an office of the Custodial Bank approved in writing by Xxxxxx Mae until the termination of this Cash Collateral Agreement. Possession, dominion and control of the Cash Collateral Account, including the authority to direct the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower use and disposition of monies in the Cash Collateral Account, for a term to shall be determined by the Administrative Agent, vested solely in its sole discretionXxxxxx Xxx. The Borrower hereby grants Servicer, acting as agent for Xxxxxx Mae, shall have the right to direct investment in and disburse monies from the Cash Collateral Account pursuant to the Administrative Agent for the benefit terms of the LC Issuing Banks and the Lenders a Lien in and hereby assigns Cash Collateral Agreement. The Grantor shall have no signature authority as to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time shall otherwise have no authority to time on deposit therein to secure its reimbursement obligations in respect direct the use or disposition of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then monies in the Cash Collateral Account and or of Permitted Investments during the Lien term of this Cash Collateral Agreement. The Grantor shall have no right of withdrawal from the Administrative Agent on Cash Collateral Account. Master Credit Facility Agreement Camden 0000 Xxxxxxxxxxx of investments made with funds held in the Cash Collateral Account from all other property held by the Servicer or the Custodial Bank shall be accomplished by appropriate identification on the Servicer’s and the funds therein Custodial Bank’s books and records. The Servicer shall, and shall automatically terminatecause the Custodial Bank to, at all times prior to the termination of this Cash Collateral Agreement, maintain a record of all Permitted Investments and shall identify such Permitted Investments as being subject to the security interest granted to Xxxxxx Xxx, in this Cash Collateral Agreement. So long as the internal procedures set forth in this Section are followed by the Servicer and the Custodial Bank, the Servicer or the Custodial Bank, as applicable, may hold the Permitted Investments in its vaults (including any vault over which it may have exclusive access and dominion) or in a commingled account (whether book-entry or otherwise), as agent for its customers, or with any bank, central depository or clearing corporation as the Servicer’s subcustodian, in nominee name or otherwise.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Obligations, no notice given whether ----------------------- or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrowers shall, on Agent's request, or may forthwith deposit with the consentAgent, in cash, an amount equal to 110% of the Majority maximum aggregate amount of all LC Obligations then outstanding. If Borrowers fail to make such deposit on the first Business Day following Agent's demand therefor, Lenders may (and shall upon direction of the Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Each Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrowers to Agent or any Lender with respect to the LC Outstandings Obligations which may be then outstanding. Neither any Borrower nor any other Person claiming by, through or under or on such date. Such behalf of any Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Obligations outstanding, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower Borrowers unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrowers).

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrowers shall, on Lender's request, or may forthwith deposit with the consentLender, in cash, an amount equal to 105% of the Majority Lendersaggregate amount of all LC Outstandings. If Borrowers fail to make such deposit on the first Business Day following Lender's demand therefor, upon notice to the Borrower, require the Borrower to deposit Lender may advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with the Administrative Agent an amount any interest accrued thereon) shall be held by Lender in the Cash Collateral Account and may be invested, in Lender's discretion, in Cash Equivalents. Each Borrower hereby pledges to Lender and grants to Lender a security interest in all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Lender may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Lender may elect, as shall be or shall become due and payable by Borrowers to Lender or any Lender with respect to the LC Outstandings Outstandings. Neither Borrowers nor any other Person claiming by, through or under or on such date. Such behalf of Borrowers shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon (i) written waiver of the Event of Default or elimination of the Out-of-Formula Condition that gave rise to Lender's request for Cash Collateral as provided in this SECTION 1.3.2 or (ii) termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to Borrowers unless an Event of Default then exists (in which event Lender may apply such Cash Collateral to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Accountpayment of any other Obligations outstanding, for a term with any surplus to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants turned over to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateBorrowers).

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Obligations, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, time that if an Event of Default exists, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Commitment Termination Date, then Borrowers shall, on Lender’s request, forthwith pay to Lender the amount of any LC Obligations that are then due and payable and shall, upon the occurrence of any of the events described in clauses (i) and (iii) hereinabove, Cash Collateralize all outstanding Letters of Credit and Pre-Petition LCs or deliver to Lender a Supporting LC in a face amount equal to 104% of the aggregate Undrawn Amounts of such Pre-Petition LCs and Letters of Credit. If notwithstanding the occurrence of one or more of the events described in clauses (i) and (iii) in the immediately preceding sentence Borrowers fail to Cash Collateralize, or provide a Supporting LC as provided hereinabove with respect to, any outstanding Letters of Credit and Pre-Petition LCs on the first Business Day following Lender’s demand therefor, Lender may advance such amount as Revolver Loans (whether or not the Commitment Termination Date has occurred and or an Out-of-Formula Condition is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such datecreated thereby). Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account cash (together with any interest accrued thereon) shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited held by Lender in the Cash Collateral Account shall bear and may be invested, in Lender’s discretion, in Cash Equivalents. Each Borrower hereby pledges to Lender and grants to Lender a security interest at a rate equal in all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the rate generally offered by Citibank for deposits equal payment of all Obligations (including LC Obligations), whether or not then due or payable. From time to the amount time after cash is deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Lender may apply Cash Collateral then held in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect the payment of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand oramounts, in such order as Lender may elect, as shall be or shall become due and payable by Borrowers to Lender with respect to the case LC Obligations. Neither Borrowers nor any other Person claiming by, through or under or on behalf of subsequent drawings, upon being made, then, in Borrowers shall have any such event, right to withdraw any of the Administrative Agent may apply the amounts then on deposit Cash Collateral held in the Cash Collateral Account, toward including any accrued interest, provided that upon termination or expiration of all Letters of Credit and Pre-Petition LCs and the payment in full and satisfaction of any all of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullObligations, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then Cash Collateral remaining in the Cash Collateral Account and the Lien (plus accrued interest thereon, if any) shall be returned to Borrowers unless an Event of the Administrative Agent on the Default then exists (in which event Lender may apply such Cash Collateral Account and as provided in the funds therein shall automatically terminateFinancing Orders).

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Commitment Termination Date, then Borrowers shall, on Fleet’s or Administrative Agent shall at the Agent’s request, forthwith pay to Fleet the amount of any LC Outstandings that are then due and payable and shall Cash Collateralize any outstanding Letters of Credit. If Borrowers fail to make such deposit on the first Business Day following Administrative Agent’s or Fleet’s demand therefor, Lenders may with the consent, (and shall upon direction of the Majority Required Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent ) advance such amount as Revolver Loans (whether or not an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such dateOut-of-Formula Condition is created thereby). Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account cash (together with any interest accrued thereon) shall be maintained with the held by Administrative Agent in the name ofCash Collateral Account and may be invested, and under the sole dominion and control of, the in Administrative Agent’s discretion, in Cash Equivalents. Each Borrower hereby pledges to Administrative Agent and amounts grants to Administrative Agent a security interest in, for the benefit of Administrative Agent in such capacity and for the Pro Rata benefit of Lenders, all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash is deposited in the Cash Collateral Account, Administrative Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as is otherwise provided by the terms hereof, as shall be or shall become due and payable by Borrowers to Administrative Agent or any Lender with respect to the LC Outstandings. No Borrower nor any other Person claiming by, through or under or on behalf of Borrowers shall have any right to withdraw any of the Cash Collateral held in the Cash Collateral Account, including any accrued interest, provided, that upon termination or expiration of all Letters of Credit and the payment and satisfaction of all of the LC Outstandings, any Cash Collateral remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower Borrowers unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the which event Administrative Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any other Obligations outstanding, with any surplus remaining after Full Payment of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign Obligations to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrowers).

Cash Collateral Account. Notwithstanding anything Unless applied by Assignee to the contrary contained hereinObligations then due and payable, no notice given or declaration made by the Administrative Agent all sums of money that are paid to Assignee pursuant to this Agreement with respect to the Collateral, but expressly excluding any amounts that are paid under the provisions of Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, III of the Majority LendersCredit Agreement, upon notice to the Borrower, require the Borrower to deposit shall be deposited into an interest bearing account with the Administrative Agent an amount Assignee or another financial institution selected by Assignee in the cash collateral account its sole discretion (the “Cash Collateral Account”) described below equal ). Some or all of the funds from time to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited time in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered may be invested in time deposits, including certificates of deposit issued by Citibank for deposits equal to the amount deposited Assignee or another financial institution selected by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Assignee in its sole discretion. The Borrower hereby grants discretion (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as “Time Deposits”) that are satisfactory to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its rightAssignee, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, thenprovided, in any such eventcase, arrangements satisfactory to Assignee are made to perfect, and to ensure the Administrative Agent may apply the amounts then on deposit first priority of, its lien and security interest in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payableTime Deposits. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent Interest earned on the Cash Collateral Account and on the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits, and any and all proceeds of any thereof are hereinafter referred to as the “Cash Collateral.” If the Cash Collateral Account is not maintained with Assignee, Assignor shall, at Assignee’s request and option, pursuant to an agreement in form and substance satisfactory to Assignee, either (a) cause the depositary bank with which the Cash Collateral Account is maintained to agree to comply at any time with instructions from Assignee to such depositary bank directing the funds therein shall automatically terminatecomprising the Cash Collateral, without Exhibit 10.4 further consent of Assignee, or (b) arrange for Assignee to become the customer of such depositary bank with respect to the Cash Collateral Account.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Section 6.01 shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, provided that if an upon the occurrence and during the continuance of any Event of Default has occurred and is continuingDefault, the Administrative Agent shall at the request, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to 102% of the LC Outstandings on aggregate maximum amount available to be drawn under all Letters of Credit outstanding at such datetime. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank the Administrative Agent for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Agent in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the Lenders, the LC Issuing Banks and the Lenders Swingline Banks, a Lien in on, and hereby assigns to the Administrative Agent for the benefit of the Lenders, the LC Issuing Banks and the Lenders Swingline Banks all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations Reimbursement Obligations in respect of Letters of CreditCredit or repayment obligations in respect of the Swingline Loans, as applicable. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may may, and, upon the Borrower’s request, shall, apply the amounts then on deposit in the Cash Collateral Account, in such priority as the Administrative Agent shall elect, toward the payment in full of any or all of the LC Outstandings Borrower’s Obligations hereunder as and when such obligations Obligations shall become due and payable. Upon the earlier to occur of (a) payment in full, after the termination of the Letters of Credit, of all such obligationsObligations and (b) the date on which all Events of Default shall have been cured or waived, the Administrative Agent will repay and reassign to the Borrower any cash then on deposit in the Cash Collateral Account Account, and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrowers shall, on Fleet's or Agent's request, or may forthwith deposit with the consentAgent, in cash, an amount equal to 105% of the Majority aggregate amount of LC Outstandings. If Borrowers fail to make such deposit on the first Business Day following Agent's or Fleet's demand therefor, Lenders may (and shall upon direction of the Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Each Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrowers to Agent or any Lender with respect to the LC Outstandings Obligations. Neither any Borrower nor any other Person claiming by, through or under or on such date. Such behalf of Borrowers shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower Borrowers unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrowers).

Cash Collateral Account. Notwithstanding anything to At, or at any time before, the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI time Borrower shall affect (i) the obligation of any LC Issuing Bank be required to make any payment under any Letter of Credit in accordance with a deposit into the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingCash Collateral Account, the Administrative Agent shall establish and maintain at the requestits offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with such other office as the Administrative Agent an amount shall determine in its discretion, in the name of Borrower but under the sole dominion and control of the Administrative Agent, a cash collateral account (the “Cash Collateral Account”) described below equal ). Borrower may from time to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights time make one or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in more deposits into the Cash Collateral Account and shall bear interest at a rate equal from time to the rate generally offered time make such deposits as are required by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretionthis Agreement. The Borrower hereby grants pledges to the Administrative Agent for the benefit of the LC Issuing Banks Tranche A Lenders, the Administrative Agent, the L/C Issuer and the Lenders Collateral Trustee, a Lien on and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds sums at any time and from time to time on deposit therein (the Cash Collateral Account, together with all sums on deposit therein, being sometimes hereinafter collectively referred to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed as the “Cash Collateral”), as collateral security for the prompt payment in full immediately upon demand orwhen due, in whether at stated maturity, by acceleration or otherwise, of the case of subsequent drawingsObligations. Borrower shall, upon being madeat any time and from time to time at its expense, thenpromptly execute and deliver to the Administrative Agent any further instruments and documents, in and take any such eventfurther actions, that may be necessary or that the Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Cash Collateral. Borrower shall not (i) sell or otherwise dispose of any of the Cash Collateral, or (ii) create or permit to exist any Lien upon any of the Cash Collateral. Borrower hereby authorizes the Administrative Agent, promptly after each drawing under any Letter of Credit shall become due and payable, to apply the amounts then any and all cash on deposit in the Cash Collateral Account, toward Account towards the payment in full of any reimbursement of the LC Outstandings as L/C Issuer for all sums paid in respect of such drawing, and when such obligations all other Obligations which shall become then be due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateowing.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrowers shall, on Bank's or Agent's request, or may forthwith deposit with the consentAgent, in cash, an amount equal to 105% of the Majority aggregate amount of LC Outstandings. If Borrowers fail to make such deposit on the first Business Day following Agent's or Bank’s demand therefor, Lenders may (and shall upon direction of the Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Each Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrowers to Agent or any Lender with respect to the LC Outstandings that may be then outstanding. Neither any Borrower nor any other Person claiming by, through or under or on such date. Such behalf of any Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that (i) upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower Borrowers unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any other Obligations outstanding, with any surplus to be turned over to Borrowers) or (ii) if no Event of Default then exists, Borrower has the LC Outstandings as Availability required by this Agreement after giving effect thereto and when such obligations shall become due and payable. Upon payment is in fullcompliance with Section 2.2.3, after the termination of the Letters of Credit, of all then Borrower may withdraw such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateCollateral.

Cash Collateral Account. Notwithstanding anything At any time and from time to time after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given the Administrative Agent, at the direction or declaration made by with the consent of the Required Lenders, may require the Borrower, to deliver to the Administrative Agent pursuant such Dollar Amount of cash as is equal to this Article VI shall affect 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amounts to be held by the Administrative Agent in accordance with a Cash Collateral Account. The Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the terms Administrative Agent, for the benefit of such the Issuing Banks and the Revolving 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 or (ii) Usage, and for application to the obligations of each Lender in respect of each such Borrower’s Letter of Credit; providedCredit Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, howeverincluding the exclusive right of withdrawal, that if 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 Borrower (unless an Event of Default has shall have occurred and is be continuing, in which case the Administrative Agent determination as to investments shall be made at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount option and in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear discretion of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent), and amounts deposited in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent 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 a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Borrower, to be applied against the Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply direct. If the amounts then on deposit in the Borrower is required to provide Cash Collateral Accountpursuant to this Section 2.04(k), toward such amount (to the payment in full of any of the LC Outstandings extent not applied as and when such obligations aforesaid) shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign be returned to the Borrower any cash then in on demand, provided that after giving effect to such return (A) the sum of (1) the aggregate principal dollar amount of all Revolving Loans outstanding at such time and (2) the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and (B) no Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide Cash Collateral Account and as a result of an Event of Default, such amount (to the Lien extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (i) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of the Required Revolving Lenders shall, require the Borrower to this Article VI shall affect deliver to the Administrative Agent such additional amount of cash as is equal to 100% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit in accordance with the terms of shall have drawn or be entitled at such Letter of Credit or time to draw thereunder) and (ii) in the obligations event of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.6(c), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion). The Borrower hereby grants to the Administrative Agent Agent, for the benefit of the LC Issuing Banks Lender and the Lenders Lenders, a Lien upon and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on deposit therein to secure its reimbursement obligations the investment of such amounts in respect Cash Equivalents, which investments shall be made at the direction of Letters the Borrower (unless a Default or Event of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orDefault shall have occurred and be continuing, in which case the case determination as to investments shall be made at the option and in the discretion of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply Agent), 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 Issuing Lender, under any Letter of Credit at any time during which any amounts then on deposit are held in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign deliver to the Borrower any cash then Issuing Lender 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 the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Lien Issuing Lender for all of its obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to Section 2.6(c), such amount (including interest), to the extent not applied as aforesaid, shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the Cash Collateral Account Aggregate Revolving Credit Exposure would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the funds therein Borrower is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall automatically terminatebe returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Section 6.01 shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, provided that if an upon the occurrence and during the continuance of any Event of Default has occurred and is continuingDefault, the Administrative Agent shall at the request, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to 102% of the LC Outstandings on aggregate maximum amount available to be drawn under all Letters of Credit outstanding at such datetime. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank the Administrative Agent for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Agent in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the Lenders, the LC Issuing Banks and the Lenders Swing Line Banks, a Lien in on, and hereby assigns to the Administrative Agent for the benefit of the Lenders, the LC Issuing Banks and the Lenders Swing Line Banks all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of CreditCredit or repayment obligations in respect of the Swing Line Advances, as applicable. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may may, and, upon the Borrower’s request, shall, apply the amounts then on deposit in the Cash Collateral Account, in such priority as the Administrative Agent shall elect, toward the payment in full of any or all of the LC Outstandings Borrower’s obligations hereunder as and when such obligations shall become due and payable. Upon the earlier to occur of (a) payment in full, after the termination of the Letters of Credit, of all such obligationsObligations and (b) the date on which all Events of Default shall have been cured or waived, the Administrative Agent will repay and reassign to the Borrower any cash then on deposit in the Cash Collateral Account Account, and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything Unless applied by the Assignee to Secured Obligations then due and payable, all sums of money that are paid to the contrary contained herein, no notice given or declaration made by the Administrative Agent Assignee pursuant to this Article VI Agreement with respect to the Collateral shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance be deposited into an interest bearing account with the terms of such Letter of Credit Assignee or (ii) another financial institution selected by the obligations of each Lender Assignee in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account its sole discretion (the “Cash Collateral Account”) described below equal ). Some or all of the funds from time to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited time in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited may be invested in time deposits, including certificates of deposit issued by the Borrower in the Cash Collateral Account, for a term to be determined Assignee or another financial institution selected by the Administrative Agent, Assignee in its sole discretion. The Borrower hereby grants discretion (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as “Time Deposits”) that are satisfactory to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its rightAssignee, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, thenprovided, in any such eventcase, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign arrangements satisfactory to the Borrower any cash then Assignee are made to perfect, and to ensure the first priority of, its lien and security interest in the Cash Collateral Account and the Lien of the Administrative Agent such Time Deposits. Interest earned on the Cash Collateral Account and on the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits, and any and all proceeds of any thereof are hereinafter referred to as the “Cash Collateral.” If the Cash Collateral Account is not maintained with the Assignee, the Assignors shall, at the Assignee’s request and option, pursuant to an agreement in form and substance satisfactory to the Assignee, either (a) cause the depositary bank with which the Cash Collateral Account is maintained to agree to comply at any time with instructions from the Assignee to such depositary bank directing the funds therein shall automatically terminatecomprising the Cash Collateral, without further consent of the Assignee, or (b) arrange for the Assignee to become the customer of such depositary bank with respect to the Cash Collateral Account.

Cash Collateral Account. Notwithstanding anything At any time and from time to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect time (i) after the obligation occurrence and during the continuance of an Event of Default, the Agent, at the direction or with the consent of the Required Lenders, may require the Borrower to deliver to the Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any LC Issuing Bank to make time outstanding (whether or not any payment beneficiary under any Letter of Credit in accordance with the terms of shall have drawn or be entitled at such Letter of Credit or time to draw thereunder) and (ii) in the obligations event of each Lender in respect a prepayment under SECTION 2.6(B) remains after prepayment of each such Letter all outstanding Loans and Reimbursement Obligations and termination of Credit; providedthe Commitments, however, that if an Event of Default has occurred and is continuingas contemplated by SECTION 2.6(D), the Administrative Agent shall at will retain such amount as may then be required to be retained, such amounts in each case under clauses (i) and (ii) above to be held by the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the a cash collateral account (the “"Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion"). The Borrower hereby grants to the Administrative Agent Agent, for the benefit of the LC Issuing Banks Lender and the Lenders Lenders, a Lien upon and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's Reimbursement Obligations as and when the same shall arise. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on deposit therein to secure its reimbursement obligations the investment of such amounts in respect Cash Equivalents, which investments shall be made at the direction of Letters the Borrower (unless a Default or Event of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orDefault shall have occurred and be continuing, in which case the case determination as to investments shall be made at the option and in the discretion of the Agent), 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 drawingspayment by the Issuing Lender, upon being made, then, in under any such event, the Administrative Agent may apply the Letter of Credit at any time during which any amounts then on deposit are held in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign deliver to the Borrower any cash then Issuing Lender 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 the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and the Lien reimbursement in full of the Administrative Issuing Lender for all of its obligations thereunder shall be held by the Agent, for the benefit of the Borrower, to be applied against the Obligations in such order and manner as the Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(B), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the Cash Collateral Account sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the funds therein aggregate principal amount of all Swingline Loans outstanding at such time would not exceed the aggregate Commitments at such time and (ii) no Default or Event of Default shall automatically terminatehave occurred and be continuing at such time. If the Borrower 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 Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrower shall, on Fleet's or Agent's request, forthwith deposit with Agent, in cash, an amount equal to the aggregate amount of LC Outstandings. If Borrower fails to make such deposit on the first Business Day following Agent's or Fleet's demand therefor, Lenders may with the consent, (and shall upon direction of the Majority Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrower to Agent or any Lender with respect to the LC Outstandings that may be then outstanding. Neither Borrower nor any other Person claiming by, through or under or on such date. Such behalf of Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings outstanding, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrower).

Cash Collateral Account. Notwithstanding anything Upon request of Lender, Borrower shall cause all Payments to be deposited into the Cash Collateral Account. In furtherance of this covenant, Borrower shall instruct all Customers to make all Payments either by electronic funds transfer directly to the contrary contained hereinCash Collateral Account or by check to a post office box or other collection facility under the Lender’s control for deposit into the Cash Collateral Account. If any Payments are made directly to the Borrower or otherwise come into the Borrower’s possession, no notice given the Borrower shall not commingle any such Payment with the Borrower’s other funds or declaration made property, but shall hold the Payment separate and apart in trust for the Lender and shall promptly deliver the Payment to the Lender (appropriately endorsed, if the Payment is in the form of a check) for deposit into the Cash Collateral Account. Interest (if any) earned on sums on deposit in the Cash Collateral Account shall be added to the Cash Collateral Account. The Borrower hereby appoints the Lender and any officer, employee or agent of the Lender as the Lender may from time to time designate as attorneys-in-fact for the Borrower to endorse and sign the name of the Borrower on all checks, drafts, money orders or other Items delivered to the Lender for deposit into the Cash Collateral Account. The Cash Collateral Account shall constitute part of the Collateral, and funds on deposit in the Cash Collateral Account shall be applied towards the amounts due and owing under the Revolving Note, this Agreement and/or the other Loan Documents as determined by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect its sole and absolute discretion, and provided no Event of each such Letter Default has occurred and remains uncured, the remaining funds shall be deposited into the Borrower’s Operating Account. If an Event of Credit; providedDefault has occurred and remains uncured, howeverPayments received by Lender shall be applied as the Lender may determine in its sole discretion. Borrower retains sole responsibility for assuring that Borrower’s Operating Account contains sufficient funds to pay any Items that may be presented for payment from the Operating Account. However, that if an Event of Default has occurred and is continuingremains uncured, Payments received by the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account Lender shall be maintained with applied as the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Lender may determine in its sole discretion. The Borrower hereby grants retains sole responsibility for assuring that the Borrower’s Operating Account contains sufficient funds to pay any Items that may be presented for payment from the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Operating Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything If the Borrower elects to deposit funds in the Cash Collateral Account pursuant to clause (v) above, then the Borrower and the Administrative Agent shall establish the Cash 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 Cash Collateral Account and grant the Administrative Agent a first priority, perfected security interest in such account and the funds therein. The Borrower hereby pledges to the contrary contained hereinAdministrative Agent and grants the Administrative Agent a security interest in the Cash Collateral Account, no notice given or declaration made whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof, as security for the payment Obligations with respect to Swing Line Advances. Funds held in the Cash Collateral Account shall be promptly applied by the Administrative Agent pursuant at the request of the Swing Line Lender to this Article VI shall affect (i) the obligation payment of Swing Line Advances. To the extent that any LC Issuing Bank to make any payment under any Letter surplus funds are held in the Cash Collateral Account above the aggregate Fronting Exposure of Credit in accordance with all then existing Defaulting Lenders during the terms existence of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred the Administrative Agent may (A) hold such surplus funds in the Cash Collateral Account as cash collateral for the Obligations owing to the Revolving Lenders and is continuingthe Swing Line Lender or (B) apply such surplus funds to any Obligations in any manner directed by the Majority Revolving Lenders. If no Event of Default exists, then at the Borrower’s written request, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount release any surplus funds held in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at above all times be free and clear of all rights or claims of third partiesDefaulting Lenders’ Fronting Exposure. The Funds held in the Cash Collateral Account shall may be invested in Liquid Investments maintained with the Administrative Agent in the name ofwith, and under the sole dominion and control of, the Administrative Agent, and amounts deposited Agent or in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited another investment if mutually agreed upon by the Borrower in the Cash Collateral Account, for a term to be determined by and the Administrative Agent, in its sole discretion. The Borrower hereby grants to but the Administrative Agent for the benefit shall have no obligation to make any investment of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the funds therein. The Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, shall exercise reasonable care in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own property, it being understood that the Cash Collateral Account and the funds therein Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything to At, or at any time before, the contrary contained herein, no notice given or declaration made by time the Administrative Agent pursuant to this Article VI Borrower shall affect (i) the obligation of any LC Issuing Bank be required to make any payment under any Letter of Credit in accordance with a deposit into the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingCash Collateral Account, the Administrative Agent shall establish and maintain at its offices at One Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx the request, or may with the consent, name of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and but under the sole dominion and control of, of the Administrative Agent, and amounts deposited in a cash collateral account designated as "OfficeMax, Inc./Cash Collateral Account" (the Cash Collateral Account shall bear interest at a rate equal "CASH COLLATERAL ACCOUNT"). The Borrower may from time to the rate generally offered by Citibank for time make one or more deposits equal to the amount deposited by the Borrower in into the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants pledges to the Administrative Agent for its benefit, the benefit of the LC Administrative Agent, the Issuing Banks and the Lenders pro rata benefit of the Lenders, a Lien on and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds sums at any time and from time to time on deposit therein (the Cash Collateral Account, together with all sums on deposit therein, being sometimes hereinafter collectively referred to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed as the "CASH COLLATERAL"), as collateral security for the prompt payment in full immediately upon demand orwhen due, in whether at stated maturity, by acceleration or otherwise, of all the case obligations of subsequent drawingsthe Borrower under the Loan Documents (the "OBLIGATIONS"). The Borrower agrees that at any time and from time to time at its expense, upon being madeit will promptly execute and deliver to the Administrative Agent any further instruments and documents, thenand take any further actions, in any such event, that may be necessary or that the Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Cash Collateral. The Borrower agrees that it will not a. sell or otherwise dispose of any of the Cash Collateral, or b. create or permit to exist any Lien upon any of the Cash Collateral other than Liens in favor of the Administrative Agent, the Issuing Banks and the Lenders. The Borrower hereby authorizes the Administrative Agent, promptly after each drawing under any Letter of Credit shall become due and payable, to apply the amounts then any and all cash on deposit in the Cash Collateral Account, toward Account towards the payment in full of any reimbursement of the LC Outstandings as applicable Issuing Bank for all sums paid in respect of such drawing, and when such obligations all other Obligations which shall become then be due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateowing.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Section 7.02 shall affect (i) the obligation of any LC Issuing Bank the XX Xxxxx to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an (i) upon the occurrence and during the continuance of any Event of Default has occurred and is continuingDefault, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the aggregate maximum amount available to be drawn under all Letters of Credit outstanding at such time and (ii) at any time that there shall exist a Defaulting Lender, promptly upon (and in any case within 2 Business Days after) the request of the Administrative Agent, any LC Outstandings on such dateBank or the Swingline Lender, the Borrower shall deposit with the Administrative Agent an amount in the Cash Collateral Account equal to an amount sufficient to cover all Fronting Exposure (after giving effect to Section 9.15(a)(iv) and any cash collateral provided by the Defaulting Lender). Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank Bank of America for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Agent in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Lenders and the Lenders XX Xxxxx a Lien in on, and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks the Lenders and the Lenders XX Xxxxx all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may may, and, upon the Borrower’s request, shall, apply the amounts then on deposit in the Cash Collateral Account, in such priority as the Administrative Agent shall elect, toward the payment in full of any or all of the LC Outstandings Borrower’s obligations hereunder as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then on deposit in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate. Any cash deposited in the Cash Collateral Account provided to reduce Fronting Exposure or other cash collateralization obligations in relation to a Defaulting Lender shall be released promptly following (i) the elimination of the applicable Fronting Exposure or such other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender, in the appropriate portion of such deposited cash, or (ii) the Administrative Agent’s good faith determination that there exists excess cash collateral, in the amount of such excess; provided, however, (x) that cash collateral furnished by or on behalf of the Borrower shall not be released during the continuance of an Event of Default, and (y) the Person providing cash collateral and each relevant LC Bank or Swingline Lender, as applicable, may agree that cash collateral shall not be released but instead held to support future anticipated Fronting Exposure or such other obligations.

Cash Collateral Account. Notwithstanding anything to In the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect event that (ia) the obligation of any LC Issuing Bank Borrower desires to make any payment sell or refinance a Subject Property and such sale or refinance would result in a Default or Unmatured Default under any Letter of Credit in accordance with the terms of such Letter of Credit Section 6.21(vii), (viii) or (iiix) the obligations of each Lender in respect of each hereunder immediately after giving effect to such Letter of Credit; providedsale or refinance, however(b) Borrower desires to cure a Default or Unmatured Default under Section 6.21(vii), that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request(viii) or (ix) hereunder, or (c) Borrower desires to replace a Subject Property with cash collateral, Borrower may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit establish with the Administrative Agent an amount in for the benefit of the Lenders a “cash collateral collateral” account of the Borrower (the “Cash Collateral Account”) described below equal into which Borrower may elect to deposit cash to be included in the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free calculation of Borrower’s compliance with Sections 6.21(vii), (viii) and clear of all rights or claims of third parties(ix) hereof. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited Borrower hereby grants a security interest in the Cash Collateral Account shall bear interest at a rate equal and all amounts held therein from time to time (the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the “Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants Collateral”) to the Administrative Agent for the benefit of the LC Issuing Banks Lenders to secure the Obligations. The Borrower shall execute and the Lenders a Lien in and hereby assigns deliver to the Administrative Agent for the benefit account of LC Issuing Banks the Lenders, such further documents and instruments as Administrative Agent may request to evidence the Lenders all creation and perfection of its right, title and such security interest in, in the Cash Collateral Account and all funds from time the Cash Collateral (including, without limitation, a Cash Collateral Account Agreement in form and substance reasonably satisfactory to time on deposit therein Administrative Agent). Only the Administrative Agent shall have access to secure its reimbursement obligations in respect of Letters of Creditthe Cash Collateral Account and the Cash Collateral. If all of the foregoing conditions have been satisfied, the Cash Collateral shall be included as Collateral hereunder and the Lenders shall be deemed to have waived any drawings then outstanding violation of the covenants set forth in Sections 6.21(vii), (viii) or thereafter made are (ix) that Borrower cures by means of the inclusion of such Cash Collateral as Collateral hereunder. So long as there does not reimbursed in full immediately upon demand orexist a continuing Default, to the extent that all or a portion of the Cash Collateral deposited in the case Cash Collateral Account is not needed to maintain the Borrower’s compliance with Sections 6.21(vii), (viii) and (ix) hereof, the Borrower may request in writing that Administrative Agent return the portion of subsequent drawingssuch Cash Collateral not required to maintain such compliance with Sections 6.21(vii), (viii) and (ix) (the “Excess Cash Collateral”). Administrative Agent shall promptly return the Excess Cash Collateral to Borrower upon being madeAdministrative Agent’s receipt of such request and Administrative Agent’s agreement with the calculations set forth therein. Upon the occurrence of a Default (and during the continuance thereof), then, in any such eventat the direction of the Required Lenders, the Administrative Agent may apply declare a portion of the principal balance of the Loans equal to any amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become Account to be due and payablepayable without demand. Upon payment in full, after Such amounts shall be withdrawn from the termination of the Letters of Credit, of all such obligations, Cash Collateral Account by the Administrative Agent will repay and reassign shall be applied to the Obligations. Additionally, in the event that Borrower has not replaced any cash then such Cash Collateral deposited in the Cash Collateral Account and by adding Potential Properties as additional Subject Properties in accordance with Section 2A.2 within ninety (90) days after the Lien deposit of such Cash Collateral in the Cash Collateral Account, Administrative Agent on may withdraw such Cash Collateral from the Cash Collateral Account and apply such funds to the funds therein shall automatically terminateObligations.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrowers shall, on Fleet’s or Agent’s request, or may forthwith deposit with the consentAgent, in cash, an amount equal to 105% of the Majority aggregate amount of LC Outstandings. If Borrowers fail to make such deposit on the first Business Day following Agent’s or Fleet’s demand therefor, Lenders may (and shall upon direction of the Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent’s discretion, in Cash Equivalents. Each Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrowers to Agent or any Lender with respect to the LC Outstandings that may be then outstanding. Neither any Borrower nor any other Person claiming by, through or under or on such date. Such behalf of any Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower Borrowers unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrowers).

Cash Collateral Account. Notwithstanding anything to The Borrower shall cause the contrary contained herein, no notice given Agent or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit have at all times, in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the interest bearing cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name ofof and for the benefit of the Issuing Bank and the Lenders (with respect to such Lenders’ participation interests in any Letters of Credit) to secure the repayment of Borrower’s obligation to reimburse the Lenders and the Issuing Bank for drafts drawn or that may be drawn under outstanding Letters of Credit, Cash Collateral in an amount equal to at least 103% (provided that such percentage shall not be higher without the consent of the Borrower and under the sole dominion and control ofMajority Lenders) of the LC Outstandings; provided that except in accordance with the last sentence of this Section 3.1.9, the Administrative Agent, and (a) such amounts deposited maintained in the Cash Collateral Account shall bear interest at a rate equal be applied to any Unreimbursed Drawings as provided in the rate generally offered by Citibank last sentence of Section 3.1.2 and (b) for deposits equal to the amount deposited by avoidance of doubt, the Borrower shall not be permitted at any time to receive or withdraw funds from such Cash Collateral Account. Agent hereby appoints M&T, in its capacity as Issuing Bank as of the Amendment No. 4 Effective Date, its sub-agent in accordance with Section 10.5 for purposes of maintaining the Cash Collateral Account, for a term Account on behalf of Agent with respect to be determined Letters of Credit issued by the Administrative Agent, in its sole discretionM&T as Issuing Bank. The Borrower hereby grants unconditionally grants, assigns, and pledges to the Administrative Agent Issuing Bank, in such capacity, for the benefit of the LC Issuing Banks Bank and the Lenders Lenders, to secure the LC Outstandings, a Lien continuing security interest in all of the Borrower’s right, title, and interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payableproceeds thereof. Upon payment in full, after the termination of the Letters a Letter of Credit, so long as no Event of all such obligationsDefault has occurred and is continuing, the Administrative Agent will repay and reassign or Issuing Bank, as the case may be, shall remit to the Borrower any cash then amounts maintained in the Cash Collateral Account in excess of an amount equal to 103% (or such other percentage required to serve as Cash Collateral for the then outstanding LC Outstandings; provided that such percentage shall not be higher without the consent of the Borrower and the Lien Majority Lenders) of the Administrative Agent on then outstanding LC Outstandings upon the Cash Collateral Account and the funds therein shall automatically terminateBorrower’s request.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrowers shall, on Lender’s request, or may forthwith deposit with the consentLender, in cash, an amount equal to 105% of the Majority Lendersaggregate amount of all LC Outstandings. If Borrowers fail to make such deposit on the first Business Day following Lender’s demand therefor, upon notice to Lender may advance such amount as Revolver Loans (whether or not the Borrower, require the Borrower to deposit Commitment Termination Date has occurred or an Out-of-Formula Condition is created thereby). Such cash (together with the Administrative Agent an amount any interest accrued thereon) shall be held by Lender in the Cash Collateral Account and may be invested, in Lender’s discretion, in Cash Equivalents. Each Borrower hereby pledges to Lender and grants to Lender a security interest in all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Lender may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Lender may elect, as shall be or shall become due and payable by Borrowers to Lender or any Lender with respect to the LC Outstandings Outstandings. Neither Borrowers nor any other Person claiming by, through or under or on such date. Such behalf of Borrowers shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to Borrowers unless an Event of Default then exists (in which event Lender may apply such Cash Collateral to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Accountpayment of any other Obligations outstanding, for a term with any surplus to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants turned over to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateBorrowers).