Common use of Cash Collateral Clause in Contracts

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such amounts shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account.

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance upon payout or termination of a Defaultthis Agreement in full in cash, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred five percent (105%) of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount Dollar Amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to one-hundred five percent (105%) of the amount Dollar Amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower within one (1) Business Day (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after following the occurrence and during the continuance of a DefaultDefault upon the request of the Required Lenders or upon payout or termination of this Agreement in full in cash, the each Borrower shall, on the Business Day that it receives Administrative Agent's demand’s demand or as required pursuant to Section 9.1, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred two percent (102%) of the aggregate amount Dollar Amount of the its outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate interest-bearing account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the applicable Borrower's ’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such Credit. Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit Credit, or L/C Draftsif no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts Amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, applicable Borrower within one (1) Business Day (after deduction of the Administrative Agent's ’s expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand’s demand (and, in the case of any Default described in Section 7.6 or 7.7, immediately, without any demand or the taking of any other action by the Agent, the Issuing Lender or any Lender), deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankLenders, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Required Lenders, equal to the aggregate amount of the outstanding L/C ObligationsObligations of the Borrower. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's ’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Agent or the Issuing Bank Lender, as applicable, for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 2.4.4. which are not to be applied to reimburse the Issuing Bank Lender for amounts actually paid or or, with respect to a previously submitted draft, to be paid by such the Issuing Bank Lender in respect of a Letter of Credit or L/C Draft, Draft shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's ’s reasonable expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after following the occurrence and during the continuance of a DefaultDefault upon the request of the Required Lenders or upon payout or termination of this Agreement in full in cash, the each Borrower shall, on the Business Day that it receives Administrative Agent's demand’s demand or as required pursuant to Section 9.1, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred two percent (102%) of the aggregate amount Dollar Amount of the its outstanding L/C Obligations. In addition; provided that, for so long as upon the Revolving Credit Availability is at any time less than the amount occurrence of all contingent L/C Obligations outstanding at any timea Default under Section 8.1(F) or 8.1(G), the Borrower shall deposit such obligation to post cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which shall be deemed automatically effective. Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate interest-bearing account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the applicable Borrower's ’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such Credit. Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit Credit, or L/C Draftsif no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts Amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, applicable Borrower within one (1) Business Day (after deduction of the Administrative Agent's ’s expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything If (i) as of the Maturity Date, any Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, or (ii) any other circumstances under this Credit Agreement or the other Loan Documents occurs requiring the Borrowers to the contrary herein or in Cash Collateralize any application for a Letter Letters of Credit, after the occurrence and during the continuance of a Defaultthen, in each case, the Borrower shallBorrowers shall promptly Cash Collateralize in an amount equal to the Minimum Collateral Amount or, on in the Business Day that it receives Administrative Agent's demandcase of Section 2.9(h)(ii) above, deliver such amount expressly required by the terms of this Credit Agreement or other Loan Document, to the Administrative Agent for the benefit of the Lenders and the Issuing BankSecured Parties, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation Cash Collateral subject to the terms of this Agreement Section 2.9(h) and the Letters of Credit any security agreement, control agreement and retained other documentation requested by the Administrative Agent to be executed in connection with opening a Cash Collateral Account for the purpose of holding such Cash Collateral. All Cash Collateral to be provided by the Borrowers pursuant to this Section 2.9(h) shall be in the currency or currencies of the underlying Letters of Credit. All Cash Collateral shall be funded by the proceeds of Drawdowns, and not from any other source. Cash Collateral held in a Cash Collateral Account shall be applied by the Administrative Agent to the reimbursement of the Letter of Credit Issuer for any payment made by it of drafts drawn under the outstanding Letters of Credit, and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon, all Letter of Credit Liability shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, of Cash Collateral held in a Cash Collateral Account pursuant to this clause (h) shall be returned to the Borrowers. The Borrowers hereby grant to the Administrative Agent, for the benefit of the Lenders Secured Parties, and the Issuing Bank agree to maintain, a first priority security interest in all such Cash Collateral and in each Cash Collateral Account as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such amounts shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral accountLiability.

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower Borrowers shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower Borrowers shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's Borrowers' obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such the Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrowers (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on the Business Day that it receives Administrative Agent's ’s demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred and five percent (105%) of the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's ’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be promptly returned to the Borrower, after deduction of the Administrative Agent's ’s expenses incurred in connection with such cash collateral account.

Cash Collateral. Notwithstanding anything (i) If Borrowers are required to provide cash collateral for any Letter of Credit Obligations pursuant to the contrary herein or in any application for a Letter Agreement, including Section 8.2 of Creditthe Agreement, after prior to the occurrence and during the continuance Commitment Termination Date, each Borrower will pay, promptly upon written notice of a Default, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the ratable benefit of the itself and Revolving Lenders and the Issuing Bank, cash, cash or other collateral of a type satisfactory cash equivalents acceptable to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars (“Cash Equivalents”) in an amount equal to 105% of the maximum amount by which then available to be drawn under each applicable Letter of Credit outstanding for the benefit of such L/C Obligations exceed such Revolving Credit AvailabilityBorrower. During such period, (i) any such cash collateral Such funds or Cash Equivalents shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account (the “Cash Collateral Account”) maintained at a bank or financial institution reasonably acceptable to Agent. The Cash Collateral Account shall be in relation the name of the applicable Borrower and shall be pledged to, and subject to this Agreement and the Letters of Credit and retained by the Administrative Agent control of, Agent, for the benefit of Agent and Lenders, in a manner satisfactory to Agent. Each Borrower hereby pledges and grants to Agent, on behalf of itself and Lenders, a security interest in all such funds and Cash Equivalents held in the Lenders Cash Collateral Account from time to time and the Issuing Bank all proceeds thereof, as collateral security for the Borrower's obligations payment of all amounts due in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such amounts shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit Obligations and other Obligations, whether or L/C Draftnot then due. The Agreement, including this Annex B, shall constitute a security agreement under applicable law. If Borrowers are required to provide an amount of cash collateral hereunder or as a result of the occurrence of an Event of Default, such amount shall be returned to the Borrower, Borrowers within three (3) Business Days after deduction all Events of the Administrative Agent's expenses incurred in connection with such cash collateral accountDefault have been cured or waived.

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after following the occurrence and during the continuance of a DefaultDefault or upon payout or termination of this Agreement in full in cash, the Borrower Company shall, on the Business Day that it receives Administrative Agent's ’s demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, cashcash (in Dollars), or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred five percent (105%) of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount Dollar Amount of all contingent L/C Obligations outstanding at any time, the Borrower Borrowers shall deposit cash collateral with the Administrative Agent in Dollars in an amount a Dollar Amount equal to one hundred five percent (105%) of the amount Dollar Amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate interest bearing account in the name of the Company appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's Company’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such Credit. Such amounts shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit Credit, or L/C Draftsif no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such the Issuing Bank in respect of a Letter of Credit or L/C DraftCredit, shall be returned to the Borrower, Company within one (1) Business Day (after deduction of the Administrative Agent's ’s expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankLenders, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability available Aggregate Commitment is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit Availabilityavailable Aggregate Commitment. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate interest-bearing account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Lenders as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Lenders for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine, in each case without further authorization from the Borrower; provided, however, the Administrative Agent shall notify the Borrower of such application. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 2.20.10 which are not to be applied to reimburse the an Issuing Bank Lender for amounts actually paid or to be paid by such Issuing Bank Lender in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower Company shall, on the Business Day that it receives the Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred percent (100%) of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as if the Tranche C Revolving Credit Availability is at any time less than the amount Dollar Amount of all contingent L/C Obligations outstanding at any time, the Borrower Company shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to one-hundred five percent (105%) of the amount Dollar Amount by which such L/C Obligations exceed such Tranche C Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the BorrowerCompany's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Company within one (1) Business Day (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower Company shall, on the Business Day that it receives the Administrative Agent's ’s demand, deliver to the Administrative Agent for the benefit of the Revolving Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to a majority in interest of the Required Revolving Lenders, having a value, as determined by such Lenders, equal to 100% of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount Dollar Amount of all contingent L/C Obligations outstanding at any time, the Borrower Company shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to 105% of the amount Dollar Amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Revolving Lenders and the Issuing Bank Banks as collateral security for the Borrower's Company’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 3.10 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Company within one Business Day (after deduction of the Administrative Agent's ’s expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything (a) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Termination Date or an Event of Default shall have occurred, the Borrowers shall, at the request of the Agent, either (i) provide cash collateral therefor in the manner described below, or (ii) cause all such Letters of Credit and guaranties thereof to be canceled and returned, or (iii) deliver a stand-by letter (or letters) of credit in guarantee of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be of like tenor and duration as, and be in an amount equal to one hundred five percent (105%) of the aggregate then available to be drawn under, the Letters of Credit to which such outstanding Letter of Credit Obligations relate and shall be issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to Agent in its sole discretion (the "Replacement Letters of Credit"). If the Borrowers are required to provide cash collateral for any Letter of Credit Obligations pursuant to the contrary herein or in any application for a Letter of Credit, after Agreement prior to the occurrence and during the continuance of a DefaultTermination Date, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, Borrowers will deliver to the Administrative Agent Agent, for the benefit of the Lenders and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars or Cash Equivalents in an amount equal to one hundred five percent (105%) of the maximum amount by which such L/C Obligations exceed such Revolving then available to be drawn under each Letter of Credit Availabilityoutstanding. During such period, (i) any such cash collateral Such funds or Cash Equivalents shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account (the "Cash Collateral Account") maintained at a bank or financial institution acceptable to Agent. The Cash Collateral Account shall be in relation the name of the Borrowers and shall be pledged to, and subject to this Agreement and the Letters of Credit and retained by the Administrative Agent control of, Agent, for the benefit of the Lenders Agent and the Issuing Bank Lenders, in a manner satisfactory to Agent. Each Borrower hereby pledges and grants to Agent, on behalf of itself and the Lenders, a security interest in all such funds and Cash Equivalents held in any Cash Collateral Account from time to time and all proceeds thereof, as collateral security for the Borrower's obligations payment of all amounts due in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such amounts shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit Obligations and other Secured Obligations, whether or L/C Draft, not then due. This Agreement shall be returned to the Borrower, after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral accountconstitute a security agreement under applicable law.

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower Company shall, on the Business Day that it receives the Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred percent (100%) of the aggregate amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower Company shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to one-hundred five percent (105%) of the amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the BorrowerCompany's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Company within one (1) Business Day (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after following the occurrence and during the continuance of a DefaultDefault or upon payout or termination of this Agreement in full in cash, the Borrower shall, on the Business Day that it receives Administrative Agent's Lender’s demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankLender, cash, or other collateral of a type satisfactory to the Required LendersLender, having a value, as determined by such LendersLender, equal to one hundred five percent (105%) of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent Lender in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Lender as collateral security for the Borrower's ’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such Credit. Such amounts shall be applied to reimburse the Issuing Bank Lender for drawings or payments under or pursuant to Letters of Credit Credit, or L/C Draftsif no such reimbursement is required, to payment of such of the other Obligations as the Lender shall determine. If no Default shall be continuing, amounts Amounts remaining in any cash collateral account established pursuant to this Section 3.11 3.9 which are not to be applied to reimburse the Issuing Bank Lender for amounts actually paid or to be paid by such Issuing Bank Lender in respect of a Letter of Credit or L/C Draft, Credit. shall be returned to the Borrower, Borrower within one (1) Business Day (after deduction of the Administrative Agent's Lender’s expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate interest bearing account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts (including interest income) remaining in any cash collateral account established pursuant to this Section 3.11 3.8 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a an Event of Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's ’s demand, deliver to the Administrative Agent for the benefit of the Revolving Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Revolving Lenders, equal to 105.0% of the aggregate amount of the outstanding L/C Obligations. In addition, for so long as but without duplication of amounts deposited pursuant to the foregoing sentence, if the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to 105.0% of the amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Revolving Lenders and the Issuing Bank Banks as collateral security for the Borrower's ’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Event of Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank Banks for amounts actually paid or to be paid by such the Issuing Bank Banks in respect of a Letter of Credit or L/C Draft, shall be returned promptly to the Borrower, Borrower (after deduction of the Administrative Agent's ’s reasonable out-of-pocket expenses incurred in connection with such cash collateral account) as the Letters of Credit expire.

Cash Collateral. Notwithstanding anything If Borrower is required to provide cash collateral for any Letter of Credit Obligations pursuant to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, deliver Agreement prior to the Administrative Commitment Termination Date, Borrower will pay to Agent for the benefit of the Revolving Lenders and the Issuing Bank, cash, cash or other collateral of a type satisfactory cash equivalents acceptable to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars ("Cash Equivalents") in an amount equal to one hundred five percent (105%) of the maximum amount by which such L/C Obligations exceed such Revolving then available to be drawn under each applicable Letter of Credit Availabilityoutstanding. During such period, (i) any such cash collateral Such funds or Cash Equivalents shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account (the "Cash Collateral Account") maintained at a bank or financial institution acceptable to Agent. The Cash Collateral Account shall be in relation the name of Borrower and shall be pledged to, and subject to the control of, Agent, for the benefit of Agent and Lenders, in a manner satisfactory to Agent. Borrower hereby pledges and grants to Agent, on behalf of Lenders, a security interest in all such funds and Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the Letter of Credit Obligations and other Obligations, whether or not then due. The Agreement, including this Agreement Annex B, shall constitute a security agreement under applicable law. If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Borrower shall either (i) provide cash collateral therefor in the manner described above, or (ii) cause all such Letters of Credit and guaranties thereof to be canceled and returned, or (iii) deliver a stand-by letter (or letters) of credit in guarantee of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be of like tenor and duration (plus thirty (30) additional days) as, and in an amount equal to one hundred five percent (105%) of the aggregate maximum amount then available to be drawn under, the Letters of Credit to which such outstanding Letter of Credit Obligations relate and retained shall be issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to Agent in its sole discretion. From time to time after funds are deposited in the Administrative Cash Collateral Account by Borrower, whether before or after the Commitment Termination Date, Agent for may apply such funds or Cash Equivalents then held in the benefit 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 Lenders with respect to such Letter of Credit Obligations of Borrower and, upon the satisfaction in full of all Letter of Credit Obligations of Borrower, to any other Obligations then due and payable. Neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the Lenders funds or Cash Equivalents held in the Cash Collateral Account, except that upon the termination of all Letter of Credit Obligations and the Issuing Bank as collateral security for the Borrower's obligations payment of all amounts payable by Borrower to Lenders in respect of this Agreement and each of thereof, any funds remaining in the Letters of Credit and L/C Drafts, and (ii) such amounts Cash Collateral Account shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters other Obligations when due and owing and upon payment in full of Credit or L/C Drafts. If no Default such Obligations, any remaining amount shall be continuing, amounts remaining in any cash collateral account established pursuant paid to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid Borrower or to be paid as otherwise required by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral accountlaw.

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred and five percent (105%) of the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be promptly returned to the Borrower, after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account.

Cash Collateral. Notwithstanding anything to In the contrary herein or in event that Bank has issued any application for a Letter Letters of Credit, Bank may, at any time after (a) the occurrence and during the continuance of a Default, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent (b) demand by Bank for the benefit payment of the Lenders and Liabilities as provided in Section 9.1 hereof, (c) there exists no unpaid principal balance of the Issuing BankLiabilities, cash(d) this Agreement shall terminate for any reason pursuant to Section 2.8 hereof, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than (e) the amount of all contingent L/C Obligations (i) the aggregate outstanding at principal balance of the Revolving Loan plus the sum of the undrawn face amount of any timeLetters of Credit outstanding shall exceed the amount of (ii) the Borrowing Base plus the sum of the undrawn face amount of any Letters of Credit outstanding, the Borrower request of Borrowers’ Agent, and Borrowers thereupon shall deposit jointly and severally deliver to Bank, cash collateral with for any Letter of Credit in an amount equal to 105% of the Administrative Agent in Dollars aggregate undrawn face amount of such Letter of Credit. If Borrowers fail to deliver such cash to Bank promptly upon Bank’s request therefor, Bank may, without limiting Bank’s rights or remedies arising from such failure to deliver cash, retain, as cash collateral, cash proceeds of the Collateral in an amount equal to the aggregate undrawn face amount by which such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the of all Letters of Credit then outstanding. Bank may at any time apply any or all of such cash and retained by cash collateral to the Administrative Agent for the benefit payment of any or all of the Lenders Liabilities, including to the payment of any or all of any Obligor’s reimbursement obligations with respect to any Letter of Credit. Pending such application, Bank may (but shall not be obligated to) (x) invest the same in a savings account, under which deposits are available for immediate withdrawal, with Bank or such other bank as Bank may, in its sole discretion, select, or (y) hold the same as a credit balance in an account with Bank in an Obligor’s name. Interest payable on any such savings account described in the foregoing sentence shall be collected by Bank and the Issuing shall be paid to such Obligor as it is received by Bank, less any fees owing by any Obligor to Bank as collateral security for the Borrower's obligations in with respect of this Agreement and each of the Letters to any Letter of Credit and L/C Drafts, less any amounts necessary to pay any of the Liabilities which may be due and (ii) payable at such amounts time. Bank shall be applied have no obligation to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts. If no Default shall be continuing, amounts remaining pay interest on any credit balances in any cash collateral account established opened for any Obligor pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral accountAgreement.

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower Company shall, on the Business Day that it receives the Administrative Agent's ’s demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred percent (100%) of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount Dollar Amount of all contingent L/C Obligations outstanding at any time, the Borrower Company shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to one-hundred five percent (105%) of the amount Dollar Amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's Company’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Company within one (1) Business Day (after deduction of the Administrative Agent's ’s expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on at the Business Day that it receives Administrative Agent's demandrequest of the Required Lenders, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankLenders, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate interest bearing account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Lenders as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and . Such amounts (iiplus interest which has accrued thereon) such amounts shall be applied to reimburse the Agent or each Issuing Bank Lender, as the case may be, for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 2.24 which are not to be applied to reimburse the Issuing Bank Agent for amounts actually paid or to be paid by such Issuing Bank the Agent in respect of a Letter of Credit or L/C Draft, shall be returned promptly to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after following the occurrence and during the continuance of a DefaultDefault or upon payout or termination of this Agreement in full in cash, the Borrower Company shall, on the Business Day that it receives Administrative Agent's demand’s demand or as required pursuant to Section 9.1, deliver to the Administrative Agent for the benefit of the Revolving Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Revolving Lenders, having a value, as determined by such Revolving Lenders, equal to one hundred five percent (105%) of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Revolving Lenders and the Issuing Bank Banks as collateral security for the Borrower's Company’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such Credit. Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit Credit, or L/C Draftsif no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C DraftCredit, shall be returned to the Borrower, Company within one (1) Business Day (after deduction of the Administrative Agent's ’s expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower Company shall, on the Business Day that it receives the Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred percent (100%) of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as if the Tranche A Revolving Credit Availability is at any time less than the amount Dollar Amount of all contingent L/C Obligations outstanding at any time, the Borrower Company shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to one-hundred five percent (105%) of the amount Dollar Amount by which such L/C Obligations exceed such Tranche A Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the BorrowerCompany's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Company within one (1) Business Day (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything When the Borrowers are required to provide cash collateral for any Letter of Credit under this Agreement prior to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a DefaultRevolver Termination Date, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, deliver Borrowers will pay to the Administrative Agent for the benefit of the Lenders Issuing Bank and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit Lenders cash collateral with the Administrative Agent in Dollars in an amount equal to 105% of the amount by which such L/C Obligations exceed such Revolving Stated Amount of each applicable Letter of Credit Availabilityoutstanding for the benefit of the Borrowers. During such period, (i) any such cash collateral Such funds shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account (the "Cash Collateral Account") maintained at the Administrative Agent. The Cash Collateral Account shall be in relation the name of the Borrowers, and shall be pledged to, and subject to this Agreement and the Letters of Credit and retained by control of, the Administrative Agent for the benefit of the Lenders Issuing Bank in a manner satisfactory to the Administrative Agent. The Borrowers pledge and grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders a security interest in all such funds held in the Cash Collateral Account from time to time and all proceeds thereof, as collateral security for the Borrower's obligations payment of all amounts due in respect of this the Letters of Credit, whether or not then due. This Agreement constitutes a security agreement under applicable law. If any Letter of Credit, whether or not then due and each payable, shall for any reason be outstanding on the Revolver Termination Date, the Borrowers shall either (i) provide cash collateral therefor in the manner described above, (ii) cause all such Letters of Credit to be canceled and returned or (iii) deliver a letter (or letters) of credit in guarantee of such Letter of Credit, which letter (or letters) of credit shall be of like tenor and duration as, and in an amount equal to 105% of, the Stated Amount of the Letters of Credit to which it relates and L/C Draftsshall be issued by a Person, and (ii) such amounts shall be applied subject to reimburse such terms and conditions as are satisfactory to the Administrative Agent in its sole discretion. At any time after an Event of Default has occurred and is continuing, the Administrative Agent may apply funds then held in the Cash Collateral Account to the payment of any amounts due and payable by the Borrowers to the Issuing Bank for drawings or payments under or pursuant and the Lenders with respect to the Letters of Credit of the Borrowers or L/C Draftsthe Revolver Outstandings relating thereto and, upon satisfaction in full of all such Letters of Credit of the Borrowers, to any other Obligations and liabilities of the Borrowers then due and payable to the Administrative Agent or the Lenders under this Agreement or the other Loan Documents. If no Neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right to withdraw any of the funds held in the Cash Collateral Account, except that upon the termination of all Letters of Credit, the payment of all obligations and liabilities with respect to such Letters of Credit and, if an Event of Default has occurred and is continuing or the Revolver Termination Date has occurred, the payment of all obligations and liabilities payable by the Borrowers to the Agents or the Lenders under this Agreement, any funds remaining in the Cash Collateral Account shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral accountBorrowers or as otherwise required by law.

Cash Collateral. Notwithstanding anything to Upon the contrary herein request of the Administrative Agent, (i) if the L/C Issuer has honored any full or in partial drawing request under any application for a Letter of CreditCredit and such drawing has resulted in an L/C Borrowing, after or (ii) if, as of the occurrence Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and during the continuance of a Defaultpartially or wholly undrawn, the Borrower shall, on shall immediately Cash Collateralize the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount then Outstanding Amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars (in an amount equal to the amount by which Dollar Equivalent of such Outstanding Amount determined as of the date of such L/C Obligations exceed Borrowing or the Letter of Credit Expiration Date, as the case may be). The Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations; and, upon such Revolving Credit Availabilityrequest, the Borrower shall immediately provide such additional Cash Collateral. During such periodFor purposes hereof, (i) any such cash collateral shall be held by "Cash Collateralize" means to pledge and deposit with or deliver to the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent Agent, for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C DraftsIssuer and the Lenders, and (ii) such amounts shall be applied to reimburse as collateral for the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts. If no Default shall be continuingObligations, amounts remaining in any cash collateral or deposit account established balances (collectively, "Cash Collateral"), pursuant to this Section 3.11 which are not documentation in form and substance satisfactory to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or Administrative Agent and the L/C Draft, shall be returned Issuer (which documents are hereby consented to by the Borrower, after deduction Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent's expenses incurred , for the benefit of the L/C Issuer and the Lenders, a security interest in connection with all such cash collateral accountcash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America.

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as reasonably determined by such Lenders, equal to the aggregate amount of the outstanding L/C Credit Support Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and Agreement, the Letters of Credit and the Outstanding Acceptances and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and Credit, L/C Drafts, Drafts and (ii) such Outstanding Acceptances. Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, and to reimburse the applicable creating Lender for drafts presented for payment with respect to the Outstanding Acceptances or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 3.10 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C DraftDraft or a creating Lender for drafts presented for payment with respect to Outstanding Acceptances, shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything Account At any time and from time to the contrary herein or in any application for a Letter of Credit, time (i) after the occurrence and during the continuance of a an Event of Default, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, at the direction or with the consent of the Requisite Lenders, may require the Borrower to deliver to the Administrative Agent for the benefit such additional amount of the Lenders and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, cash as determined by such Lenders, is equal to the aggregate amount Stated Amount of the outstanding L/C Obligations. In addition, for so long as the Revolving all Letters of Credit Availability is at any time less than 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 Subsection 1.6(D), or to the extent any amount of a required prepayment under any of Subsection 1.7(B),(C),(D),(E) Second Agreement Regarding Amendments to Loan Documents/US Unwired or (F) remains after prepayment of all contingent L/C outstanding Revolving Loans and Reimbursement Obligations outstanding at any timeand termination of the Revolving Loan Commitment as contemplated by Subsection 1.8, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an will retain such amount equal as may then be required to the amount by which be retained, such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall amounts to be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation (the "Cash Collateral Account"). The Borrower hereby grants to this Agreement and the Letters of Credit and retained by the Administrative Agent Agent, for the benefit of the Lenders Issuing Lender and the Issuing Bank Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as collateral security for Letter of Credit Exposure, and for application to the Borrower's obligations 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 respect of this Agreement and each Cash Equivalents, which investments shall be 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 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. 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 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 L/C Drafts, and (ii) such amounts reimbursement in full of the Issuing Lender for all of its obligations thereunder shall be applied to reimburse held by the Issuing Bank Administrative Agent, for drawings or payments under or pursuant to Letters the benefit of Credit or L/C Drafts. If no Default shall be continuingthe Borrower, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied against the Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to reimburse provide cash collateral pursuant to Subsection 1.6(D), such amount (including, without limitation, interest), to the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draftextent not applied as aforesaid, shall be returned to the BorrowerBorrower on demand, provided that after deduction giving effect to such return (i) the sum of (x) the Administrative Agent's expenses incurred in connection with aggregate principal amount of all Revolving Loans outstanding at such time and (y) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Loan Commitment (as reduced from time to time) 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 collateral accountas 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. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's or the Required Lenders' demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, cash, or other collateral Collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral Collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, but a Default has occurred and is continuing, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 3.10 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such the Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's reasonable out-of-pocket expenses incurred in connection with such cash collateral account). Any cash Collateral deposited under this Section 3.10, and all interest earned thereon, shall be held by the Administrative Agent and invested and reinvested at the reasonable and customary expense and written direction of the Borrower in U.S. Treasury bills with maturities of no more than ninety (90) days from the date of investment.

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Collateral Agent's demand, deliver to the Administrative Collateral Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Collateral Agent in a separate interest bearing account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Collateral Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Collateral Agent shall determine. If no Default shall be continuing, amounts (including interest income) remaining in any cash collateral account established pursuant to this Section 3.11 SECTION 3.10 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Collateral Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in --------------- any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as but without duplication of amounts deposited pursuant to the foregoing sentence, if the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank Banks for ----------- amounts actually paid or to be paid by such the Issuing Bank Banks in respect of a Letter of Credit or L/C Draft, shall be returned promptly to the Borrower, Borrower (after deduction of the Administrative Agent's reasonable out-of-pocket expenses incurred in connection with such cash collateral account.) as the Letters of Credit expire. ARTICLE IV:

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's written demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as reasonably determined in good faith by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required and a Default has occurred and is continuing, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything It is intended that at all times that the Borrowers shall have contingent or other obligations (including obligations in respect of fees) relating to the contrary herein or in any application for a Letter Letters of Credit, there shall be sufficient availability under the Commitment to reimburse the Issuer (and the Lenders) out of proceeds of RC Loans. Accordingly, in the event that there shall, at any time, be insufficient availability under the Commitment (after giving effect to all outstanding Swing Loans and RC Loans) to do so (whether because the occurrence amount of the Commitment is reduced pursuant to a mandatory reduction or is terminated at maturity, upon acceleration or otherwise or because the amount of outstanding RC Loans, Swing Loans and during such Letter of Credit obligations exceeds the continuance amount of a Defaultthe Commitment for any other reason), the Borrower shall, on the Business Day that it receives Administrative Agent's demand, deliver Borrowers shall forthwith pay to the Administrative Agent an amount equal to the aggregate face value of all outstanding Letters of Credit plus the aggregate amount of all unreimbursed Drawings plus the amount of all fees or other obligations in respect of Letters of Credit to the extent of such excess. Such amount shall be maintained by the Administrative Agent in an interest-bearing cash collateral account in the name of and for the benefit of the Lenders Issuer and the Issuing Bank, cash, Lenders to secure such payment obligations of the Borrowers until such time as all outstanding Letters of Credit have expired or been cancelled and all amounts in respect thereof have been paid in full. Upon receipt of a notice from the Issuer that there are unreimbursed Drawings or other amounts due in respect of such Letters of Credit (which notice shall set forth the amount of such unreimbursed Drawings or other obligations) the Administrative Agent shall promptly disburse from the cash collateral of a type satisfactory account the amount specified in the notice and shall pay such amount to the Required LendersIssuer and Lenders ratably in accordance with the respective amounts owing to each such Person, having a valuefirst, for fees and indemnities until the same are paid in full and, second, for unreimbursed Drawings. The Administrative Agent and the Issuer may rely on their records as determined by to any amounts so owing and shall be fully protected in doing so. Such records shall be conclusive, absent manifest error. At any time that the Commitment again becomes available for reimbursement of Drawings under outstanding Letters of Credit such Lendersthat (i) the sum of the Commitment at that time and the amount in the cash collateral account exceeds (ii) the sum of all outstanding RC Loans and Swing Loans, equal to the aggregate face amount of the all outstanding L/C Obligations. In addition, for so long as the Revolving Letters of Credit Availability is at any time less than and the amount of all contingent L/C Obligations outstanding at any timeunreimbursed Drawings, then, upon written request of Multicare (on behalf of the Borrower Borrowers) (which request shall deposit cash collateral with (A) represent that there exists no Default or Event of Default and (B) specify the amount of such excess), the Administrative Agent in Dollars in an shall release such excess amount equal to the amount by Borrowers from the cash collateral account. If all Loan Obligations (other than Loan Obligations constituting contingent obligations under indemnification provisions which such L/C Obligations exceed such Revolving Credit Availability. During such periodsurvive indefinitely, (i) so long as no unsatisfied claim has been made under any such cash collateral shall be held indemnification provision) have been indefeasibly paid in full in cash, all Commitments have terminated and all Letters of Credit have expired, promptly following demand by Multicare (on behalf of the Borrowers) the Administrative Agent shall release to the Borrowers all remaining funds in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such amounts shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account.

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as reasonably determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Supplemental Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Supplemental Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C DraftsDrafts or if no such reimbursement is required, to payment of such of the other Secured Obligations as the Agent shall determine in accordance with the terms of the Collateral Sharing Agreement. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 SECTION 3.10 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything The Borrowers shall Cash Collateralize each L/C Credit Extension prior to the contrary herein or in issuance of any application for a Letter of Credit, after the occurrence . “Cash Collateralize” means to pledge and during the continuance of a Default, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, deposit with or deliver to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In additionIssuer, as collateral for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any timeCredit Extension, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to 103% of the face amount by of any L/C Credit Extension (other than L/C Credit Extensions with respect to Letters of Credit denominated in a currency other than Dollars which the L/C Issuer, in its sole discretion, elected to issue, which shall be Cash Collateralized in an amount equal to 105% of the face amount of such L/C Obligations exceed such Revolving Credit Availability. During such periodExtension), (i) any such cash collateral shall be held by pursuant to documentation in form and substance satisfactory to the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C DraftsIssuer. The Borrowers hereby grant to the L/C Issuer a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit account at Xxxxx Fargo (iireferred to as “Cash Collateral Account”). If at any time the L/C Issuer determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the L/C Issuer or that the total amount of such funds is less than the Total Outstandings of all L/C Obligations, the Borrowers will, forthwith upon demand by the L/C Issuer, pay to the L/C Issuer, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such amounts aggregate Total Outstandings over (y) the total amount of funds, if any, then held as Cash Collateral that the L/C Issuer determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer and, to the extent not so applied, shall thereafter be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts. If no Default shall be continuing, amounts remaining in satisfy any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral accountother Obligations.

Cash Collateral. Notwithstanding anything to the contrary herein or --------------- in any application for a Letter of CreditFacility LC, after acceleration of the occurrence and during the continuance of a DefaultObligations pursuant to Section 9.1, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to ----------- the Administrative Agent for the benefit of the Lenders and the Issuing BankLC Issuers, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C LC Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate interest bearing account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit Facility LCs and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank LC Issuers as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit Facility LCs and L/C LC Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank LC Issuers for drawings or payments under or pursuant to Letters Facility LCs or LC Drafts, or if no such reimbursement is required, to payment of Credit or L/C Draftssuch of the other Obligations as the Agent shall determine. If no Default such acceleration of the Obligations shall be continuingrescinded, amounts (including interest income) remaining in any cash collateral account established pursuant to this Section 3.11 3.8 which are not to be applied to ----------- reimburse the Issuing Bank a LC Issuer for amounts actually paid or to be paid by such Issuing Bank LC Issuer in respect of a Letter of Credit Facility LC or L/C LC Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after following the occurrence and during the continuance of a DefaultDefault or upon payout or termination of this Agreement in full in cash, the Borrower Company shall, on the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, cashcash (in Dollars), or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred five percent (105%) of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount Dollar Amount of all contingent L/C Obligations outstanding at any time, the Borrower Borrowers shall deposit cash collateral with the Administrative Agent in Dollars in an amount a Dollar Amount equal to one hundred five percent (105%) of the amount Dollar Amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate interest bearing account in the name of the Company appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the BorrowerCompany's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such Credit. Such amounts shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit Credit, or L/C Draftsif no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such the Issuing Bank in respect of a Letter of Credit or L/C DraftCredit, shall be returned to the Borrower, Company within one (1) Business Day (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Collateral Agent's demand, deliver to the Administrative Collateral Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the 54 Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Collateral Agent in a separate interest bearing account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Collateral Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Collateral Agent shall determine. If no Default shall be continuing, amounts (including interest income) remaining in any cash collateral account established pursuant to this Section 3.11 3.10 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Collateral Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to The Borrowers shall immediately Cash Collateralize, with the contrary herein or in any application for a Letter proceeds of Credit, after the occurrence and during the continuance of a DefaultCommitted Loans, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount Outstanding Amount of all contingent L/C Obligations outstanding at any time, with respect to all Letters of Credit upon the Borrower shall deposit cash collateral with the Administrative Agent in Dollars issuance thereof in an amount equal to one hundred percent (100%) of the amount by which Outstanding Amount of such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and other than L/C Drafts, and (ii) such amounts shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant Obligations with respect to Letters of Credit or denominated in a currency other than Dollars, which L/C DraftsObligations shall be Cash Collateralized in an amount equal to one hundred five percent (105%) of the Outstanding Amount of such L/C Obligations). In furtherance thereof, on the date of issuance of each Letter of Credit hereunder, the Borrowers shall request a Borrowing to be disbursed on such date in order to Cash Collateralize the Outstanding Amount of all L/C Obligations with respect to such Letter of Credit in accordance with this Section 2.03(f). Cash Collateral shall be maintained in a Cash Collateral Account with the applicable L/C Issuer. If no Default at any time the Agent or the applicable L/C Issuer determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Agent or the applicable L/C Issuer or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Agent, pay to the Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be continuingapplied, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are the extent permitted under applicable Laws, to reimburse the applicable L/C Issuer and, to the extent not to so applied, shall thereafter be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral accountsatisfy other Obligations.

Cash Collateral. Notwithstanding anything to Upon the contrary herein request of Administrative Agent, (i) if an Event of Default has occurred and is continuing, or in (ii) if, as of the L/C Expiration Date, any application L/C Obligation for a Letter of Creditany reason remains outstanding, after the occurrence and during the continuance of a Default, the Borrower shall, on in each case, immediately Cash Collateralize the Business Day that it receives Administrative Agent's demandthen Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(a)(iii) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent Collateral Agent, for the benefit of the Lenders L/C Issuer and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to collateral for the aggregate amount of the outstanding L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to Administrative Agent and the L/C Issuer (which documents are hereby consented to by Lenders). In additionDerivatives of such term have corresponding meanings. Borrower hereby grants to Collateral Agent, for so long as the Revolving Credit Availability is benefit of the L/C Issuer and Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. If at any time Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than Collateral Agent or that the total amount of such funds is less than the amount aggregate Outstanding Amount of all contingent L/C Obligations outstanding at any timeObligations, the Borrower shall deposit cash collateral with the will, forthwith upon demand by Administrative Agent in Dollars in Agent, pay to Collateral Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount by of funds, if any, then held as Cash Collateral that Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such amounts shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral accountIssuer.

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section SECTION 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such the Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything (a) With respect to the contrary herein prepayment or cash collateralization of unmatured Bankers’ Acceptances required or contemplated pursuant to Section 1.12(b), Section 12.3 or elsewhere in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any timethis Agreement, the Borrower shall deposit provide for the funding in full of such unmatured Bankers’ Acceptances by paying to and depositing with the Lender cash collateral with the Administrative Agent in Dollars in an amount for each such unmatured Bankers’ Acceptances equal to the face amount by which such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any payable at maturity thereof; such cash collateral deposited by the Borrower shall be held by the Administrative Agent Lender in a separate account appropriately designated as a cash collateral account. Such cash collateral account shall be assigned to the Lender as security for the obligations of the Borrower in relation to this Agreement such Bankers’ Acceptances and the Letters of Credit and retained by the Administrative Agent for the benefit security of the Lenders Lender thereby created shall rank in priority to all other Security Interests and the Issuing Bank as adverse claims against such cash collateral. Such cash collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such amounts shall be applied to reimburse satisfy the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, after deduction obligations of the Administrative Agent's expenses incurred in connection with Borrower for such Bankers’ Acceptances as they mature and the Lender is hereby irrevocably directed by the Borrower to apply any such cash collateral accountto such maturing Bankers’ Acceptances. Amounts held in such cash collateral accounts may not be withdrawn by the Borrower without the consent of the Lender. If after maturity of the Bankers’ Acceptances for which such funds are held and application by the Lender of the amounts in such cash collateral accounts to satisfy the obligations of the Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any excess remains, such excess shall be promptly paid by the Lender to the Borrower so long as no Default or Event of Default is then continuing.

Cash Collateral. Notwithstanding anything to the contrary herein or in --------------- any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as but without duplication of amounts deposited pursuant to the foregoing sentence, if the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank Banks for ------------- amounts actually paid or to be paid by such the Issuing Bank Banks in respect of a Letter of Credit or L/C Draft, shall be returned promptly to the Borrower, Borrower (after deduction of the Administrative Agent's reasonable out-of-pocket expenses incurred in connection with such cash collateral account) as the Letters of Credit expire.

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower Company shall, on the Business Day that it receives the Administrative Agent's ’s demand, deliver to the Administrative Agent for the benefit of the Multicurrency Tranche Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to a majority in interest of the Required Multicurrency Tranche Lenders, having a value, as determined by such Lenders, equal to 100% of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Multicurrency Tranche Availability is at any time less than the amount Dollar Amount of all contingent L/C Obligations outstanding at any time, the Borrower Company shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to 105% of the amount Dollar Amount by which such L/C Obligations exceed such Revolving Credit Multicurrency Tranche Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Multicurrency Tranche Lenders and the Issuing Bank Banks as collateral security for the Borrower's Company’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 3.10 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Company within one Business Day (after deduction of the Administrative Agent's ’s expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankLenders, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as to the extent the Maximum Revolving Credit Availability Amount is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Maximum Revolving Credit AvailabilityAmount. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Agent or each Issuing Bank Lender, as applicable, for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 SECTION 2.24 which are not to be applied to reimburse the Issuing Bank Agent for amounts actually paid or to be paid by such Issuing Bank the Agent in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower Borrowers shall, on upon the Business Day that it receives Administrative Agent's Required Lenders’ demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower Borrowers shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's Borrowers’ obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrowers (after deduction of the Administrative Agent's ’s expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankLenders, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as to the extent the Maximum Revolving Credit Availability Amount is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such the L/C Obligations exceed such Maximum Revolving Credit AvailabilityAmount. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Agent or each Issuing Bank Lender, as applicable, for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default or Unmatured Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 SECTION 2.24 which are not to be applied to reimburse the Issuing Bank Agent for amounts actually paid or to be paid by such Issuing Bank the Agent in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything (a) With respect to the contrary herein prepayment or cash collateralization of unmatured Bankers’ Acceptances required or contemplated pursuant to Section 2.12(b), Section 2.13 or Section 12.3 or elsewhere in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any timethis Agreement, the Borrower shall deposit provide for the funding in full of such unmatured Bankers’ Acceptances by paying to and depositing with the Lender cash collateral with the Administrative Agent in Dollars in an amount for each such unmatured Bankers’ Acceptances equal to the face amount by which such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any payable at maturity thereof; such cash collateral deposited by the Borrower shall be held by the Administrative Agent Lender in a separate account appropriately designated as a cash collateral account. Such cash collateral account shall be assigned to the Lender as security for the obligations of the Borrower in relation to this Agreement such Bankers’ Acceptances and the Letters of Credit and retained by the Administrative Agent for the benefit security of the Lenders Lender thereby created shall rank in priority to all other Security Interests and the Issuing Bank as adverse claims against such cash collateral. Such cash collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such amounts shall be applied to reimburse satisfy the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, after deduction obligations of the Administrative Agent's expenses incurred in connection with Borrower for such Bankers’ Acceptances as they mature and the Lender is hereby irrevocably directed by the Borrower to apply any such cash collateral accountto such maturing Bankers’ Acceptances. Amounts held in such cash collateral accounts may not be withdrawn by the Borrower without the consent of the Lender. If after maturity of the Bankers’ Acceptances for which such funds are held and application by the Lender of the amounts in such cash collateral accounts to satisfy the obligations of the Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any excess remains, such excess shall be promptly paid by the Lender to the Borrower so long as no Default or Event of Default is then continuing.

Cash Collateral. Notwithstanding anything to the contrary herein or herein, in any application Application and Agreement for Letter of Credit or other Loan Document, prior to (i) the occurrence of a Master Credit Facility Default or Event of Default hereunder, or (ii) the termination, cancellation, payment in full on or other cessation of the Master Credit Facility, Borrower, not fewer than forty-eight (48) hours prior to any issuance of any Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, shall deliver to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required Lenders, Lender Collateral having a value, as determined by Lender, such Lendersthat, equal when added to the aggregate cash or cash equivalents in the Deposit Collateral Account, such aggregate amount equals not less than one hundred and two percent (102%) of the outstanding L/C Obligationsaggregate Letter of Credit Exposure. In additionFurther, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal notwithstanding anything to the amount by which such L/C Obligations exceed such Revolving contrary herein, in any Application and Agreement for Letter of Credit Availability. During such periodor other Loan Document, after (i) the occurrence of a Master Credit Facility Default or an Event of Default hereunder, or (ii) the termination, cancellation, payment in full on or other cessation of the Master Credit Facility, Borrower, not fewer than forty-eight (48) hours prior to any issuance of any Letter of Credit, shall deliver to Lender Collateral having a value, as determined by Lender, such that, when added to the aggregate cash collateral or cash equivalents in the Deposit Collateral Account, such aggregate amount equals not less than one hundred and five percent (105%) of the aggregate Letter of Credit Exposure. All such Collateral shall be subject to the first and exclusive Lien of Lender pursuant to an applicable Loan Document and shall be held by the Administrative Agent Lender in a separate account appropriately Deposit Account maintained at Lender designated as a cash collateral account in relation pursuant to this Agreement and the Letters of Credit and retained by the Administrative Agent to secure for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations ’s Obligations in respect of this Agreement (such account herein called “Deposit Collateral Account”). All increases and each of interest applicable to the Letters of Credit Deposit Collateral Account shall be deposited in the Deposit Collateral Account and L/C Drafts, and (ii) such amounts shall be applied to reimburse the Issuing Bank Lender for drawings or payments under or pursuant to Letters of Credit Credit, or L/C Draftsif no such reimbursement is required, to payment of such of the other Obligations under this Agreement as Lender shall determine. If no Default shall be continuing, amounts remaining in Any deposit held by Lender as collateral for the payment and performance of the obligations of Borrower under any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a outstanding Letter of Credit shall be under Lender’s exclusive dominion and control, including the exclusive right of withdrawal, over such account. Moneys in such account shall be applied by Lender to reimburse Lender for Letter of Credit Reimbursement Obligations or L/C Draftother disbursements for which it has not been reimbursed and, to the extent not so applied, shall be returned to held for the Borrower, after deduction satisfaction of the Administrative Agent's expenses incurred in connection with such cash collateral accountLetter of Credit Exposure or any other Obligations of Borrower under this Agreement.

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower Company shall, on the Business Day that it receives the Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred percent (100%) of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as if the Tranche A Revolving Credit Availability is at any time less than the amount Dollar Amount of all contingent L/C Obligations outstanding at any time, the Borrower Company shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to one-hundred five percent (105%) of the amount Dollar Amount by which such L/C Obligations exceed such Tranche A Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the BorrowerCompany's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of -66- 73 Credit or L/C Draft, shall be returned to the Borrower, Company within one (1) Business Day (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit Availability. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts. If , or if no Default shall be continuingsuch reimbursement is required, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by payment of such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account.other Obligations as the Agent shall

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after following the occurrence and during the continuance of a DefaultDefault or upon payout or termination of this Agreement in full in cash, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred five percent (105%) of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such Credit. Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit Credit, or L/C Draftsif no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C DraftCredit, shall be returned to the Borrower, Borrower within one (1) Business Day (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demanddemand (and, in the case of any Default described in Section 7.6 or 7.7, immediately, without any demand or the taking of any other action by the Agent, the Issuing Bank or any Lender), deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankLenders, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Required Lenders, equal to the aggregate amount of the outstanding L/C ObligationsObligations of the Borrower. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Agent or the Issuing Bank Lender, as applicable, for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 2.4.4. which are not to be applied to reimburse the Issuing Bank Lender for amounts actually paid or to be paid by such the Issuing Bank Lender in respect of a Letter of Credit or L/C Draft, Draft shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demanddemand (and, in the case of any Default described in Section 7.6 or 7.7, immediately, without any demand or the taking of any other action by the Agent, the Issuing Bank or any Lender), deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankLenders, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Required Lenders, equal to the aggregate amount of the outstanding L/C ObligationsObligations of the Borrower. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Agent or the Issuing Bank Lender, as applicable, for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 2.4.4. which are not to be applied to reimburse the Issuing Bank Lender for amounts actually paid or or, with respect to a previously submitted draft, to be paid by such the Issuing Bank Lender in respect of a Letter of Credit or L/C Draft, Draft shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's reasonable expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the each Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankLenders, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C ObligationsObligations of such Borrower. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's Borrowers' obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Administrative Agent or each Issuing Bank Lender, as applicable, for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 2.24 which are not to be applied to reimburse the Issuing Bank Administrative Agent for amounts actually paid or to be paid by such Issuing Bank the Administrative Agent in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, applicable Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankLenders, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C ObligationsObligations of the Borrower. In addition, for so long as the Revolving Credit Availability is at any time less than if the amount of all contingent L/C Obligations outstanding at any timetime exceeds the Aggregate Commitment, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed the Aggregate Commitment. Any such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Administrative Agent or the Issuing Bank Lender, as applicable, for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 2.22 which are not to be applied to reimburse the Issuing Bank Administrative Agent for amounts actually paid or to be paid by such Issuing Bank the Administrative Agent in respect of a Letter of Credit or L/C Draft, Draft shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after following the occurrence and during the continuance of a DefaultDefault or upon payout or termination of this Agreement in full in cash, the Borrower shall, on the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred five percent (105%) of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such Credit. Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit Credit, or L/C Draftsif no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts Amounts remaining in any cash collateral account established pursuant to this Section SECTION 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C DraftCredit, shall be returned to the Borrower, Borrower within one (1) Business Day (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankLenders, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as to the extent the Maximum Revolving Credit Availability Amount is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Maximum Revolving Credit AvailabilityAmount. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Agent for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 2.24 which are not to be applied to reimburse the Issuing Bank Agent for amounts actually paid or to be paid by such Issuing Bank the Agent in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence only so long as a Default shall have occurred and during the continuance of a Defaultis continuing, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit AvailabilityAvailability from time to time. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 SECTION 3.10 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower Borrowers shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the each Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 SECTION 3.10 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrowers (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a Specified Default, the Borrower shall, on upon the Business Day that it receives Administrative Agent's demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankLenders, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate amount of the outstanding L/C Obligations. In addition, for so long as to the extent the Maximum Revolving Credit Availability Amount is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which such L/C Obligations exceed such Maximum Revolving Credit AvailabilityAmount. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the applicable Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 2.24 which are not to be applied to reimburse the applicable Issuing Bank for amounts actually paid or to be paid by such the applicable Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower (after deduction of the Administrative Agent's expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after following the occurrence and during the continuance of a DefaultDefault or upon payout or termination of this Agreement in full in cash, the Borrower shall, on the Business Day that it receives Administrative Agent's demand’s demand or as required pursuant to Section 9.1, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred two percent (102%) of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate interest-bearing account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's ’s obligations in respect of this Agreement and each of the Letters of Credit and L/C DraftsCredit; provided, and (ii) that neither the Administrative Agent nor any Lender shall be liable for any loss resulting from the investment of any funds on deposit in any such account. Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit Credit, or L/C Draftsif no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts Amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrower within one (1) Business Day (after deduction of the Administrative Agent's ’s expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of a an Event of Default, or with respect to any Letter of Credit that expires after the Borrower Revolving Loan Maturity Date, Borrowers shall, on the Business Day that it receives Administrative Agent's upon Bank’s demand, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, cash, or other collateral of a type satisfactory to the Required LendersBank, having a value, as reasonably determined by such LendersBank, equal to 103% times the aggregate amount of the outstanding L/C Obligations. In addition, for so long as if the Revolving Credit Availability is Obligations at any time less than exceed the amount of all contingent L/C Obligations outstanding at any timeMaximum Revolving Loan Amount, the Borrower Borrowers shall deposit cash collateral with the Administrative Agent in Dollars Bank in an amount equal to 103% times the amount by which such the L/C Obligations exceed such Maximum Revolving Credit AvailabilityLoan Amount. During Any such period, (i) any such cash collateral shall be held by the Administrative Agent Bank in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and be retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as collateral security for the Borrower's Borrowers’ obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such . Such amounts shall be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as Bank shall reasonably determine. If no Event of Default or Unmatured Event of Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 2.06(h) which are not to be applied to reimburse the Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower, Borrowers (after deduction of the Administrative Agent's Bank’s reasonable and documented out-of-pocket expenses incurred in connection with such cash collateral account).

Cash Collateral. Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, after following the occurrence and during the continuance of a DefaultDefault or upon payout or termination of this Agreement in full in cash, the Borrower Company shall, on the Business Day that it receives Administrative Agent's demand’s demand or as required pursuant to Section 9.1, deliver to the Administrative Agent for the benefit of the Lenders and the Issuing BankBanks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to one hundred five percent (105%) of the aggregate amount Dollar Amount of the outstanding L/C Obligations. In addition, for so long as the Revolving Credit Availability is at any time less than the amount of all contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in Dollars in an amount equal to the amount by which Any such L/C Obligations exceed such Revolving Credit Availability. During such period, (i) any such cash collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Bank Banks as collateral security for the Borrower's Company’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts, and (ii) such Credit. Such amounts shall be applied to reimburse the Issuing Bank Banks for drawings or payments under or pursuant to Letters of Credit Credit, or L/C Draftsif no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse the an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C DraftCredit, shall be returned to the Borrower, Company within one (1) Business Day (after deduction of the Administrative Agent's ’s expenses incurred in connection with such cash collateral account).