Common use of Cash Collateral Clause in Contracts

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs and is continuing and the Administrative Revolver Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c8.02(a)(iii) or (ivii) an Event of Default set forth under Section 8.01(f) (with respect to the Borrower) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Revolver Agent, for the benefit of the relevant L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances in the relevant currencies in an amount equal to the L/C Exposure (determined as of the date of such Event of Default) (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Revolver Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Revolver Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligationsforegoing. The Administrative Revolver Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borroweraccount. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Revolver Agent, in the name of the Administrative Revolver Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Revolver Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Revolver Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Revolver Agent, pay to the Administrative Revolver Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Revolver Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Revolver Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if Upon the relevant L/C Issuer has honored any full or partial drawing under any Letter written request of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Required Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) Lenders if, as of the Letter of Credit Facility Expiration Date, any applicable Revolving L/C Obligation for any reason remains outstandingMaturity Date, (iiii) if there are any applicable Revolving Letters of Credit Outstanding or (ii) the provisions of Section 2.16(b)(ii) are in effect, the Borrower shall promptly Cash Collateralize the applicable Revolving Letters of Credit Outstanding (determined in the case of Cash Collateral provided pursuant to clause (ii) above, after giving effect to Section 2.16(b)(i)). (b) If any Event of Default occurs shall occur and is continuing and the Administrative Agent or be continuing, the Required Revolving Credit Lenders or may require that the Required Lenders, as applicable, require the Borrower to Cash Collateralize the Revolving L/C Obligations pursuant be Cash Collateralized. (c) For purposes of this Agreement, “Cash Collateralize” means to Section 8.02(c(i) in all cases, to the extent reasonably acceptable to the applicable Revolving Letter of Credit Issuer, to issue “back-stop” Revolving Letters of Credit naming the relevant Revolving Letter of Credit Issuer as beneficiary for each outstanding Revolving Letter of Credit issued by the relevant Revolving Letter of Credit Issuer, which new Revolving Letters of Credit shall have a face amount equal to the Revolving Letters of Credit being back-stopped and the sole requirement for drawing on such new Revolving Letters of Credit shall be a drawing on the corresponding back-stopped Revolving Letters of Credit and/or (ii) pledge and deposit with or (iv) an Event deliver to the Administrative Agent, for the benefit of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize Revolving Letter of Credit Issuers as collateral for the then Outstanding Amount of all Revolving L/C Obligations Obligations, cash or deposit account balances (such items in clauses (i) and (ii), “Cash Collateral”) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as 100% of the date amount of the Revolving Letters of Credit Outstanding required to be Cash Collateralized pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, the Borrower and the Revolving Letter of Credit Issuers (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such Cash Collateral is provided)terms have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Letter of Credit Lenders under the Revolving Credit FacilityIssuers, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion documentation in form and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts substance reasonably satisfactory to the Administrative Agent, the Revolving Letter of Credit Issuers (which documents are hereby consented to by the Revolving Credit Lenders). Such cash collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Administrative Agent and (with the interest accruing for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower).

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Lenders with Letter of Credit Lenders or Usage representing greater than 50% of the Required Lenderstotal Letter of Credit Usage) demanding the deposit of Cash Collateral pursuant to this paragraph, as applicable, require the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and the Issuing Banks, an amount in cash equal to Cash Collateralize the Agreed L/C Obligations pursuant Cash Collateral Amount plus any accrued and unpaid interest thereon; provided that (1) any such required Cash Collateral shall be made in dollars unless such Cash Collateral is attributable to Section 8.02(c) undrawn Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then in which cash such Cash Collateral shall be deposited in the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount of such Outstanding Amount plus any accrued undrawn Letters of Credit or unpaid fees thereon determined as outstanding Letter of Credit Disbursements) and (ii) the date obligation to deposit such Cash Collateral is providedshall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(h), (i) or (j). The Borrower hereby grants to Such Cash Collateral shall be held by the Administrative Agent, Agent as collateral for the benefit payment and performance of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds obligations of the foregoing that secure any of its L/C ObligationsBorrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such Cash Collateral, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such Cash Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent to reimburse each Issuing Bank for any disbursements under Letters of Credit made by it and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 appliedit has not been reimbursed and, to the extent permitted not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Letter of Credit Usage at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), be applied to satisfy other obligations of the Borrower under applicable Lawthis Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long not applied as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower (or as otherwise ordered by a court of competent jurisdiction) within five Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower Borrowers to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c8.02(a)(iii) or (ivii) an Event of Default set forth under Section 8.01(f) (with respect to the Borrowers) or (g) occurs and is continuing, then the Borrower Borrowers shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances in the relevant currencies in an amount equal to the L/C Exposure (determined as of the date of such Event of Default) (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower Borrowers hereby grants grant to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligationsforegoing. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borroweraccount. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the BorrowerBorrowers. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the BorrowerBorrowers.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c8.02(a)(iii) or (ivii) an Event of Default set forth under Section 8.01(f) (with respect to the Borrower) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances in the relevant currencies in an amount equal to the L/C Exposure (determined as of the date of such Event of Default) (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligationsforegoing. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borroweraccount. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Credit Lenders or demanding the Required Lenders, as applicable, require the Borrower to deposit of Cash Collateralize the L/C Obligations Collateral pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingthis paragraph, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the Agreed L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account Amount plus any accrued and all balances therein unpaid interest thereon on or before the Business Day following the day of such demand (or if such demand is given to the Borrower prior to 4:00 p.m. on a Business Day, on such Business Day); provided that the obligation to deposit such Cash Collateral shall become effective immediately, and all proceeds such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 9.01(g), (h) or (i) or, if the maturity of the foregoing that secure any Loans has been accelerated. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of its L/C the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse an Issuing Bank for any disbursements under Letters of Credit made by it and for which it has not been reimbursed and, to the extent not so applied, shall be held for the benefit satisfaction of the Borrowerreimbursement obligations of the Borrower for the Letter of Credit Usage at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Issuing Banks with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), be applied to satisfy the other Obligations. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be maintained returned to the Company within seven Business Days after all Events of Default have been cured or waived, so long as no other Event of Default occurs prior to the return of such Cash Collateral to the Company. Notwithstanding anything to the contrary herein, if as of the expiration date of any Letter of Credit any obligation thereunder remains outstanding, the Borrower shall, at the request of the applicable Issuing Bank, deposit in accounts satisfactory to an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under Lenders, an amount in cash equal to the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the Agreed L/C Exposure, Cash Collateral Amount plus any accrued and unpaid interest thereon on or before the Business Day following the day of such request (or if such request is given to the Borrower willprior to 4:00 p.m. on a Business Day, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) on such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the BorrowerBusiness Day).

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) ifIf, as of the Letter of Credit Facility Expiration Maturity Date, there are any L/C Obligation Letter of Credit Obligations, the Borrower shall promptly (and in any event not later than the following Business Day) Cash Collateralize the Letter of Credit Obligations that for any reason remains remain outstanding. Section 2.16 and Section 5.2 set forth certain additional circumstances under which Cash Collateral may be, or is required to be, delivered hereunder. (iiib) if If any Event of Default occurs shall occur and is continuing and the Administrative Agent or be continuing, the Required Revolving Credit Lenders or may require that the Required LendersLetter of Credit Obligations be Cash Collateralized; provided that, as applicable, require upon the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) occurrence of an Event of Default set forth under referred to in Section 8.01(f) or (g) occurs and is continuing11.5, then the Borrower shall immediately Cash Collateralize the Letters of Credit then Outstanding Amount outstanding and no notice or request by or consent from the Required Lenders shall be required. (c) For purposes of all L/C this Agreement, “Cash Collateralize” means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the Letter of Credit Issuer collateral for the Letter of Credit Obligations cash or deposit account balances (“Cash Collateral”) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as the amount of the date Letter of Credit Obligations required to be Cash Collateralized pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Letter of Credit Issuer (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such Cash Collateral is provided)terms have corresponding meanings. The Borrower hereby grants to the Administrative Collateral Agent, for the benefit of the L/C Issuers Letter of Credit Issuer and the Revolving Letter of Credit Lenders under the Revolving Credit FacilityParticipants, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionforegoing. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf Collateral Agent, the Letter of Credit Issuer or the Secured Parties) Letter of Credit Participants, other than any Liens permitted under Section 10.2, or that the total amount of such funds Cash Collateral is less than the L/C Exposureamount required to be delivered as described above, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentCollateral Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. Cash Collateral shall be maintained in blocked, as additional funds to be deposited and held in the interest bearing deposit accounts specified by with the Administrative Collateral Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Lenders with Letter of Credit Lenders or Usage representing greater than 50% of the Required Lenderstotal Letter of Credit Usage) demanding the deposit of Cash Collateral pursuant to this paragraph, as applicable, require the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and the Issuing Banks, an amount in cash equal to Cash Collateralize the Agreed L/C Obligations pursuant Cash Collateral Amount plus any accrued and unpaid interest thereon; provided that (i) any such required Cash Collateral shall be made in dollars unless such Cash Collateral is attributable to Section 8.02(c) undrawn Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then in which cash such Cash Collateral shall be deposited in the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount of such Outstanding Amount plus any accrued undrawn Letters of Credit or unpaid fees thereon determined as outstanding Letter of Credit Disbursements) and (ii) the date obligation to deposit such Cash Collateral is providedshall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(h), (i) or (j). The Borrower hereby grants to Such Cash Collateral shall be held by the Administrative Agent, Agent as collateral for the benefit payment and performance of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds obligations of the foregoing that secure any of its L/C ObligationsBorrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such Cash Collateral, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such Cash Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent to reimburse each Issuing Bank for any disbursements under Letters of Credit made by it and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 appliedit has not been reimbursed and, to the extent permitted not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Letter of Credit Usage at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), be applied to satisfy other obligations of the Borrower under applicable Lawthis Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long not applied as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower (or as otherwise ordered by a court of competent jurisdiction) within five Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to At any other provision under this Agreement requiring Cash Collateral to be providedtime that there shall exist a Defaulting Lender, within one (i1) if Business Day following the relevant L/C Issuer has honored any full or partial drawing under any Letter written request of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower LC Issuer (with a copy to Cash Collateralize the L/C Obligations pursuant to Section 8.02(cAdministrative Agent) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower Borrowers shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in an amount equal sufficient to such Outstanding Amount plus cover the applicable Fronting Exposure (after giving effect to Section 4.2(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). The Borrower Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers LC Issuer, and the Revolving Credit Lenders under the Revolving Credit Facilityagrees to maintain, a perfected first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit Defaulting Lenders’ obligation to fund participations in respect of the Borrower. Cash Collateral shall LC Obligations, to be maintained in accounts satisfactory to the Administrative Agent, applied in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionmanner set forth below. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) and LC Issuer as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C applicable Fronting Exposure, the Borrower Borrowers will, forthwith upon demand ON DEMAND by the Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). Notwithstanding anything to the Administrative Agentcontrary contained in this Agreement, Cash Collateral provided under this Section 4.6 or Section 4.2 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of LC Obligations (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such Property as may otherwise be provided for herein. Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuer’s Fronting Exposure shall no longer be required to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that pursuant to this Section 4.6 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by Administrative Agent reasonably 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 LC Issuer that there exists excess Cash Collateral; provided, such funds shall be appliedhowever, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any (x) that Cash Collateral exceeds furnished by or on behalf of a Credit Party shall not be released during the L/C Exposure plus costs incidental thereto and so long as no other continuance of a Default or Event of Default has occurred (and is continuing, the excess following application as provided in this Section 4.6 may be otherwise applied in accordance with Section 5.5) but shall be refunded to released upon the Borrower. If waiver of such Default or Event of Default is cured or waived in accordance with the terms of this Agreement, and no other Event of Default is then occurring and continuing, (y) the amount of any Person providing Cash Collateral (including any accrued interest thereon) and LC Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be refunded released but instead held to the Borrowersupport future anticipated Fronting Exposure or other Obligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) ifIf, as of the Letter of Credit Facility Expiration Maturity Date, there are any L/C Obligation Letter of Credit Obligations, the Borrower shall promptly Cash Collateralize the Letter of Credit Obligations that for any reason remains remain outstanding, . Section 2.16 and Section 5.2 set forth certain additional requirements to deliver Cash Collateral hereunder. (iiib) if If any Event of Default occurs shall occur and is continuing and the Administrative Agent or be continuing, the Required Revolving Class Lenders may require that the Letter of Credit Lenders or Obligations be Cash Collateralized; provided that, upon the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) occurrence of an Event of Default set forth under referred to in Section 8.01(f) or (g) occurs and is continuing11.5, then the Borrower shall immediately Cash Collateralize the Letters of Credit then Outstanding Amount outstanding and no notice or request by or consent from the Required Lenders shall be required. (c) For purposes of all L/C Obligations this Agreement, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Letter of Credit Issuers as collateral for the Letter of Credit Obligations, cash or deposit account balances (“Cash Collateral”) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as 100% of the date amount of the Letter of Credit Obligations required to be Cash Collateralized pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Letter of Credit Issuers (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such Cash Collateral is provided)terms have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Letter of Credit Issuers and the Revolving Letter of Credit Lenders under the Revolving Credit Facility, Participants a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrowerforegoing. Cash Collateral shall be maintained in blocked, interest bearing deposit accounts satisfactory to with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C ExposureLetter of Credit Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agentas Cash Collateral, an amount equal to the excess of (ax) such L/C Exposure aggregate outstanding amount over (by) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, Applicable Laws to reimburse the relevant L/C applicable Letter of Credit Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto aggregate outstanding amount of all Letter of Credit Obligations and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition If the reallocation described in Section 2.21(a)(iv) above cannot, or can only partially, be effected, within three (3) Business Day following the written request of the Administrative Agent, the applicable Issuing Bank or the Swingline Lender, the Borrower shall deliver to the Administrative Agent cash collateral (or, in the case of Swingline Exposure, at the Borrower’s election, prepayment ) in an amount sufficient to cover the portion of such Defaulting Lender’s Swingline Exposure and LC Exposure (after giving effect to Section 2.21(a)(iv) and any other provision under this Agreement requiring Cash Collateral cash collateral provided by the Defaulting Lender or pursuant to be providedSection 2.21(a)(ii) from payments made for the account of such Defaulting Lender) for so long as such Swingline Exposure or LC Exposure is outstanding; provided that, (i) if the relevant L/C Issuer has honored Borrower cash collateralizes any full or partial drawing under any Letter portion of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender Defaulting Lender’s LC Exposure pursuant to fulfill its obligations under this clause (c)(iic), the Borrower shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure is cash collateralized; (ii) if any portion of the LC Exposure of such Defaulting Lender is reallocated pursuant to Section 2.21(a)(iv) above, (iithen the fees payable to the Lenders pursuant to Sections 2.11(b) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, shall be adjusted to give effect to such reallocation; and (iii) if all or any Event portion of Default occurs and such Defaulting Lender’s LC Exposure is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations neither reallocated nor cash collateralized pursuant to Section 8.02(c2.21(a)(iv) or (ivSection 2.21(c) an Event above, then, without prejudice to any rights or remedies of Default set forth any Issuing Bank or any other Lender hereunder, all participation fees payable under Section 8.01(f2.11(b) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal with respect to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants Defaulting Lender’s LC Exposure shall be payable to the Administrative Agent, for Issuing Banks (and allocated among them ratably based on the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay Defaulting Lender’s LC Exposure attributable to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter Letters of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, issued by each Issuing Bank) until and to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C that such LC Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerreallocated and/or cash collateralized.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Parent Borrower to Cash Collateralize or Backstop the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Parent Borrower shall Cash Collateralize or Backstop the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Parent Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Parent Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Parent Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Parent Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Parent Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders demanding that its reimbursement obligations with respect to the Letters of Credit Lenders or the Required Lenders, as applicable, require the Borrower to be Cash Collateralize the L/C Obligations Collateralized pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingthis Section, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers Letter of Credit Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest an amount in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds cash equal to 103% of the foregoing aggregate Letter of Credit Exposure of all Lenders as of such date plus any accrued and unpaid fees thereon; provided that secure such obligation to Cash Collateralize the reimbursement obligations of the Borrower with respect to the Letters of Credit shall become effective immediately, and such deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of its L/C Obligationsany Event of Default with respect to the Borrower described in Section 10.5. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Borrower agrees to execute any documents and/or certificates to effectuate the intent of this Section. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and reasonable discretion of the Administrative Agent (acting in good faith) and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or and profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and for to reimburse the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit Issuer for Letter of Credit Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit had not been reimbursed and, to the extent permitted not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Letter of Credit Exposure at such time or, if the maturity of the Loans has been accelerated, with the consent of the Required Lenders, be applied to satisfy other obligations of the Borrower under applicable Lawthis Agreement and the other Credit Documents. If the Borrower is required to Cash Collateralize its reimbursement obligations with respect to the Letters of Credit as a result of the occurrence of an Event of Default, such Cash Collateral so posted (to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and not so long applied as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) Upon the occurrence and during the continuance of any Event of Default, at the request of the Administrative Agent, (A) if the relevant L/C Issuer an Issuing Bank has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause Borrowing, or (c)(ii) above, (iiB) if, as of the Letter of Credit Facility Expiration DateDate (or, if the expiry date of such Letter of Credit is after the Letter of Credit Expiration Date (as may be agreed by the Lenders in accordance with Section 2.01(c)(i)), as of such later expiry date), any L/C Obligation Letter of Credit for any reason remains outstandingoutstanding and partially or wholly undrawn, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date (or such later date as may be agreed by the Lenders in accordance with Section 2.01(c)(i)), as the case may be). (ii) At the request of the Administrative Agent (the Administrative Agent hereby agreeing to make such request upon a request from any Issuing Bank), if (A) there is at any time a Defaulting Lender, and (B) (I) one or more Letters of Credit are then outstanding or (II) an Issuing Bank has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing that is then outstanding, then, in any such case, the Borrower shall immediately (x) repay to each Issuing Bank such Defaulting Lender’s Pro Rata Share of such L/C Borrowing, together with accrued interest thereon through the date of such repayment and (y) Cash Collateral is provided). Collateralize such Defaulting Lender’s Pro Rata Share of the aggregate undrawn amount of all outstanding Letters of Credit. (iii) The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers each Issuing Bank and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, accounts and all balances held in the Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claimforegoing. 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 Applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowereach Issuing Bank.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, If (ix) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or Lenders holding more than 50% of the Required Revolving Credit Lenders or total LC Exposure demanding the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations deposit of cash collateral pursuant to Section 8.02(c) this paragraph, or (ivy) an Event the maturity of Default set forth under Section 8.01(f) or (g) occurs and is continuingthe Revolving Loans has been accelerated, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers applicable Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the Revolving Credit Lenders under obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the Revolving Credit Facility, a security interest occurrence of any Event of Default with respect to the Borrower described in all such cash, paragraph (h) or (i) of Article 8. Such deposit accounts, Cash Collateral Account shall be held by the Administrative Agent as collateral for the payment and all balances therein and all proceeds performance of the foregoing that secure any obligations of its L/C Obligationsthe Borrower under this Section 2.9. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same, provided, however, that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in direct short-term obligations of, or short-term obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case maturing no later than the expiry date of the Letter of Credit giving rise to the relevant LC Exposure. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Lawfollows: first, to reimburse the relevant L/C IssuerIssuing Bank for LC Disbursements for which it has not been reimbursed, second, if there be any excess, to be held for the satisfaction of the reimbursement obligations (contingent or otherwise) of the Borrower for the LC Exposure at such time, third, if there be any excess, to reduce the Revolving Credit Exposure of all of the Lenders pro rata, and fourth, if there be any excess and if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), to satisfy other obligations of the Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount and any interest thereon (to the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long not applied as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required LendersBorrowers shall, as applicablein each case, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to cover (i) 103% of all Fronting Exposure of such Outstanding Amount plus Defaulting Lender after giving effect to Section 2.19(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided)provided by such Defaulting Lender. (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent or the Collateral Agent. The Borrower Borrowers, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent and the Collateral Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers Issuer and the Revolving Credit Lenders under (including the Revolving Credit FacilitySwing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.18(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower willBorrowers and the relevant Defaulting Lender shall, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.18 or Sections 2.03, 2.04, 2.05, 2.06, 2.19, 8.02 or 8.04 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure (after giving effect to such release) or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Sections 8.01(a), (f) or (g) or an amount equal to Event of Default (and following application as provided in this Section 2.18 may be otherwise applied in accordance with Section 8.04) and (y) the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of fundsIssuer or Swing Line Lender, if anyas applicable, then held as may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under If Borrower is required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) this Agreement, Borrower will pay to Administrative Agent, for the benefit of Secured Parties, cash or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (Equivalents in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as one hundred three percent (103%) of the date such aggregate of the maximum amount then available to be drawn under each applicable Letter of Credit outstanding for the benefit of the Borrower plus expected Letter of Credit Fees to be earned thereon. Such funds or Cash Equivalents shall be held by Administrative Agent in a cash collateral account (the “Cash Collateral Account”) maintained at a bank or financial institution acceptable to Administrative Agent in its reasonable judgment (including an account at the Administrative Agent if the Administrative Agent is provideda bank or other financial institution capable of maintaining deposits). The Borrower hereby grants Cash Collateral Account shall be (i) in the name of the Borrower, and shall be pledged to, and subject to the control of, Administrative Agent, for the benefit of the L/C Issuers Secured Parties, in a manner satisfactory to Administrative Agent or (ii) if elected by Administrative Agent in its sole discretion, in the name of and owned by Administrative Agent, subject to the Revolving Credit Lenders under exclusive control of Administrative Agent, for the Revolving Credit Facilitybenefit of the Secured Parties. The Borrower hereby pledges and grants to Administrative Agent, on behalf of the Secured Parties, a security interest in all such cash, deposit accounts, funds and Cash Equivalents held in the Cash Collateral Account and all balances therein from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoing that secure Letter of Credit Obligations and other Obligations, whether or not then due, and this Agreement shall constitute a security agreement under applicable Law for this purpose. (ii) If any Letter of its L/C Credit Obligations. The Administrative Agent , whether or not then due and payable, shall have exclusive dominion and controlfor any reason be outstanding on the Commitment Termination Date, including the exclusive right of withdrawalBorrower shall, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the as required by Administrative Agent, either (A) provide cash collateral therefor in the name manner described above, (B) cause all such Letters of the Administrative Agent Credit and for the benefit guaranties and other support thereof to be canceled and returned, or (C) deliver a stand-by letter (or letters) of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested credit in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount guaranty of such funds is less than the L/C ExposureLetter of Credit Obligations, the Borrower willwhich stand-by letter (or letters) of credit shall be of like tenor and duration as, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to one hundred three percent (103%) of the excess aggregate of (a) such L/C Exposure over (b) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines available to be free and clear drawn under, the Letters of any Credit to which such right and claim. Upon the drawing of any outstanding Letter of Credit for which Obligations relate plus expected Letter of Credit Fees to be earned thereon and shall be issued by a Person, and shall be subject to such terms and conditions, as are satisfactory to Administrative Agent in its sole discretion. (iii) From time to time after funds are on deposit deposited in the Cash Collateral Account by Borrower, whether before or after the Commitment Termination Date, Administrative Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, in such order as Cash CollateralAdministrative 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, any such remaining funds shall be returned to the Borrower unless an Event of Default is in existence at such time, in which case such funds shall be appliedapplied to any other Obligations of Borrower then due and payable in the order set forth in Section 2.8. (iv) Neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the funds or Cash Equivalents held in the Cash Collateral Account, except that upon the termination of all Letter of Credit Obligations and the payment of all amounts payable by Borrower to Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be returned to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Borrower unless an Event of Default is cured or waived and no other Event of Default is then occurring and continuingin existence at such time, the amount of any Cash Collateral (including any accrued interest thereon) in which case such funds shall be refunded applied to other Obligations when due and owing in the Borrowerorder set forth in Section 2.8 and, if the Termination Date shall have occurred, any remaining amount shall be paid to Borrower or as otherwise required by Law.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if If the relevant L/C Issuer has honored reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any full right or partial drawing remedy available to it hereunder or under any Letter of Credit and such drawing has resulted law Cash Collateralize the Issuing Bank’s Fronting Exposure in an L/C Borrowing for reasons other than accordance with the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, procedures set forth in this subsection. (ii) ifAt any time that there shall exist a Defaulting Lender that is a Revolving Lender, as within one (1) Business Day following the written request of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or Issuing Bank (with a copy to the Required LendersAdministrative Agent), as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as not less than the aggregate Fronting Exposure of the date Issuing Bank with respect to Facility Letters of Credit issued and outstanding at such Cash Collateral time. (iii) The Borrower, and to the extent provided by any Defaulting Lender that is provided). The Borrower a Revolving Lender, such Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the L/C Issuers Issuing Bank, and the Revolving Credit Lenders under the Revolving Credit Facilityagree to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds as security for the obligation of the foregoing Defaulting Lenders that secure any are Revolving Lenders to fund participations in respect of its L/C Facility Letter of Credit Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionimmediately following clause (iv). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Bank as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposure of the Issuing Bank with respect to Facility Letters of Credit issued and outstanding at such time, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Facility Letters of Credit shall be applied to the satisfaction of the obligation of the Defaulting Lenders that are Revolving Lenders to fund participations in respect of Facility Letter of Credit Obligations (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (v) Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (y) the determination by the Administrative Agent reasonably 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 Issuing Bank that there exists excess Cash Collateral; provided that, such funds subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the Issuing Bank may (but shall not be obligated to) agree that Cash Collateral shall be applied, held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Revolving Loans has been accelerated, Revolving Lenders with Letter of Credit Lenders or Usage representing greater than 50% of the Required Lenders, as applicable, require total Letter of Credit Usage) demanding the Borrower to deposit of Cash Collateralize the L/C Obligations Collateral pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingthis paragraph, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash equal to the Agreed L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account Amount plus any accrued and all balances therein unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and all proceeds such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(h) or (i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the foregoing that secure any obligations of its L/C Obligationsthe Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent to reimburse the Issuing Bank for any disbursements under Letters of Credit made by it and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 appliedit has not been reimbursed and, to the extent permitted not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Letter of Credit Usage at such time or, if the maturity of the Revolving Loans has been accelerated (but subject to the consent of Revolving Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), be applied to satisfy other obligations of the Borrower under applicable Lawthis Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long not applied as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within five Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if If the relevant L/C Issuer has honored reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any full right or partial drawing remedy available to it hereunder or under any Letter of Credit and such drawing has resulted law, Cash Collateralize the applicable Issuing Bank’s Fronting Exposure in an L/C Borrowing for reasons other than accordance with the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, procedures set forth in this subsection. (ii) ifAt any time that there shall exist a Defaulting Lender, as within two (2) Business Days following the written request of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or applicable Issuing Bank (with a copy to the Required LendersAdministrative Agent), as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize such Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the then Outstanding Amount of all L/C Obligations immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount equal not less than the aggregate Fronting Exposure of such Issuing Bank with respect to the applicable Letters of Credit issued and outstanding at such Outstanding Amount plus time. (iii) The Borrower, and to the extent provided by any accrued or unpaid fees thereon determined as of the date Defaulting Lender, such Cash Collateral is provided). The Borrower Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the L/C Issuers applicable Issuing Bank, and the Revolving Credit Lenders under the Revolving Credit Facilityagree to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit Defaulting Lenders’ obligation to fund participations in respect of the Borrower. Cash Collateral shall Letter of Credit Liabilities, to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionimmediately following clause (iv). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) and such Issuing Bank as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposure of such Issuing Bank with respect to the applicable Letters of Credit issued and outstanding at such time, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Liabilities (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (v) Cash Collateral (or the appropriate portion thereof) provided to reduce the applicable Issuing Bank’s Fronting Exposure shall no longer be required to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Credit Lender), or (y) the determination by the Administrative Agent reasonably 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 Issuing Bank that there exists excess Cash Collateral; provided that, subject to the immediately preceding subsection (b), the Person providing Cash Collateral and such funds Issuing Bank may (but shall not be obligated to) agree that Cash Collateral shall be applied, held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be providedUpon the request of the Administrative Agent, (i) if the relevant L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required LendersBorrowers shall, as applicablein each case, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 105% of such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date of such Cash Collateral is providedL/C Borrowing or the Letter of Credit Expiration Date, as the case may be). The Borrower hereby grants For purposes of this Section 2.03, Section 2.05 and Section 9.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Collateral Agent, for the benefit of the L/C Issuers Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Collateral Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Revolving Credit Lenders under Borrowers hereby grant to the Collateral Agent, for the benefit of the L/C Issuer and the Dollar Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrowerforegoing. Cash Collateral shall be maintained in blocked deposit accounts satisfactory to with the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent or the Collateral Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Collateral Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than 105% of the aggregate Outstanding Amount of all L/C ExposureObligations, the Borrower Revolving Credit Borrowers will, forthwith upon demand by the Administrative Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the deposit accounts specified by with the Administrative AgentCollateral Agent as aforesaid, an amount equal to the excess of (a) 105% of such L/C Exposure aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably or the Collateral 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 Lawlaw, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under If any Letter of Credit is outstanding at any time after or during (i) the occurrence and such drawing has resulted in during the continuation of an L/C Borrowing for reasons other than the failure Event of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveDefault, (ii) if, as demand by Administrative Agent for payment of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstandingLiabilities as provided in Section 11.2, (iii) if this Agreement has terminated for any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lendersreason, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event the amount of Default set forth the aggregate outstanding principal balance of the Revolving Loans plus Letter of Credit Obligations exceeds the Borrowing Base or (v) prepayment of the Liabilities under Section 8.01(f2.10 and termination of this Agreement (but with any Letter of Credit remaining outstanding), each Issuing Lender may (in its sole and absolute discretion) or (g) occurs request of Borrower, and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal promptly deliver to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving such Issuing Lender, cash collateral for any Letter of Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds an amount equal to 100% of the foregoing that secure any undrawn face amount of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlsuch Letters of Credit outstanding at such time (“Cash Collateralize” or “Cash Collateralization”), including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agentexcept, in the name case of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may clause (iv), such cash collateral shall be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess (x) of the sum of (aA) such L/C Exposure the aggregate principal balance of the Revolving Loans plus (B) the Letter of Credit Obligations over (by) the total amount of funds, if any, then held as Cash Collateral that the Borrowing Base. If Borrower fails to deliver such cash collateral to Administrative Agent reasonably determines promptly upon such Issuing Lender’s request for such cash collateral, Administrative Agent may, for the benefit of such Issuing Lender, without in any way limiting Administrative Agent’s rights or remedies arising from such failure to be free deliver cash, retain, as cash collateral, cash proceeds of the Collateral in an amount equal to such cash collateral not delivered by Borrower. Each Issuing Lender or Administrative Agent may at any time apply any or all of such cash and clear cash collateral to the payment of any such right and claim. Upon or all of the drawing Liabilities relating to the Revolving Loans, including, without limitation, to the payment of any or all of Borrower’s reimbursement obligations with respect to any Letter of Credit or any other Letter of Credit Obligations. Pending such application, Administrative Agent may (but is not obligated to) (a) invest the same in a savings account, under which deposits are available for immediate withdrawal, with Administrative Agent or such other bank as Administrative Agent may, in its sole and absolute discretion select or (b) hold the same as a credit balance in an account with Administrative Agent in Borrower’s name. Interest payable on any such savings account described in the foregoing sentence will be collected by Administrative Agent and will be paid to Borrower as it is received by Administrative Agent less any fees or other amounts owing by Borrower to Issuing Lender or Administrative Agent with respect to any Letter of Credit and less any amounts necessary to pay any of the Liabilities which funds are may be due and payable at such time. Administrative Agent has no obligation to pay interest on deposit any credit balances in any account opened for Borrower as Cash Collaterala result of this Section 6.8. If Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of any of the events described in clause (i) or clause (iv) above in this Section 6.8, such funds shall be applied, amount (or the appropriate portion thereof) to the extent permitted under applicable Law, not applied as aforesaid shall upon Borrower’s written request be released and returned to reimburse the relevant L/C Issuer. To the extent the amount Borrower within five (5) Business Days after Administrative Agent’s receipt of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so such request as long as no other Event of Default the event causing such cash collateral to be provided has occurred and is continuingbeen cured, the excess shall be refunded to the Borrower. If such Event of Default is cured eliminated or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borroweras determined by Administrative Agent.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, the event that (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) shall occur and be continuing or (gii) occurs and is continuingany Letters of Credit are outstanding on or after the tenth Business Day prior to the Maturity Date (or any LC Disbursements remain unreimbursed on or after such date), then the Borrower shall Cash Collateralize deposit with the then Outstanding Amount Administrative Agent in immediately available funds on the Business Day on which it receives notice from the Administrative Agent or Required Lenders demanding the deposit of all L/C Obligations cash collateral in the case of clause (i), or on or before the tenth Business Day prior to the Maturity Date in the case of clause (ii), an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to Required Deposit Amount, which amount shall be held by the Administrative Agent, Agent for the benefit of the L/C Issuers Lenders as cash collateral pursuant to a cash collateral agreement in form and substance satisfactory to the Administrative Agent and the Revolving Credit Lenders under Issuing Bank to secure the Revolving Credit FacilityBorrower’s reimbursement obligations with respect to LC Disbursements; provided that the obligation to deposit such cash collateral shall become effective immediately, a security interest and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in all such cash, clause (i) or (j) of Article 8. Such deposit accounts, Cash Collateral Account shall be held by the Administrative Agent as collateral for the payment and all balances therein and all proceeds performance of the foregoing that secure any obligations of its L/C Obligationsthe Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same, provided that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in direct short term obligations of, or short term obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case maturing no later than the expiry date of the Letter of Credit giving rise to the relevant LC Exposure. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Required Lenders), be applied to satisfy other obligations of the Borrower under applicable Lawthis Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to reimburse the relevant L/C Issuer. To the extent not applied as aforesaid) shall be returned to the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event Borrower within three Business Days after all Events of Default has occurred and is continuing, the excess shall be refunded to the Borrowerhave been cured or waived. If such Event the Borrower is required to provide cash collateral hereunder as a result of Default is cured or waived and no other Event clause (ii) of Default is then occurring and continuingthe first sentence of this subsection, the amount of any Cash Collateral thereof (including any accrued interest thereonto the extent not applied as aforesaid) shall be refunded returned to the BorrowerBorrower when the LC Exposure is zero and all Letters of Credit shall have been returned to the Issuing Bank and shall have been cancelled.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, If (ix) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Credit Lenders or demanding the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations deposit of cash collateral pursuant to Section 8.02(c) this paragraph, or (ivy) an Event the maturity of Default set forth under Section 8.01(f) or (g) occurs and is continuingthe Revolving Loans has been accelerated, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers applicable Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the Revolving Credit Lenders under obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the Revolving Credit Facility, a security interest occurrence of any Event of Default with respect to the Borrower described in all such cash, paragraph (h) or (i) of Article 8. Such deposit accounts, Cash Collateral Account shall be held by the Administrative Agent as collateral for the payment and all balances therein and all proceeds performance of the foregoing that secure any obligations of its L/C Obligationsthe Borrower under this Section 2.9. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same, provided, however, that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in direct short-term obligations of, or short-term obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case maturing no later than the expiry date of the Letter of Credit giving rise to the relevant LC Exposure. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Lawfollows: first, to reimburse the relevant L/C IssuerIssuing Bank for LC Disbursements for which it has not been reimbursed, second, if there be any excess, to be held for the satisfaction of the reimbursement obligations (contingent or otherwise) of the Borrower for the LC Exposure at such time, third, if there be any excess, to reduce the Revolving Credit Exposure of all of the Lenders pro rata, and fourth, if there be any excess and if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), to satisfy other obligations of the Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount and any interest thereon (to the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long not applied as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Revolving Credit Loans has been accelerated, Revolving Lenders or with LC Exposure representing greater than 50% of the Required Lenders, as applicable, require total LC Exposure) demanding the Borrower to Cash Collateralize the L/C Obligations deposit of cash collateral pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingthis paragraph, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest an amount in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds cash equal to 105% of the foregoing LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that secure the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of its L/C Obligationsany Event of Default described in Section 8.1(h) or Section 8.1(i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Credit Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same, provided that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in direct short term obligations of, or short term obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case maturing no later than the expiry date of the Letter of Credit giving rise to the relevant LC Exposure. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Revolving Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under applicable Lawthis Credit Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long not applied as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored At any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of time that there shall exist a Defaulting Lender that is a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveLender, (ii) if, as within one Business Day following the written request of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or Issuing Bank (with a copy to the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(cAdministrative Agent) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations Issuing Bank’s LC Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.26(b)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount equal not less than 105% of the Issuing Bank’s LC Exposure with respect to such Outstanding Amount plus Defaulting Lender. (ii) The Borrower, and to the extent provided by any accrued or unpaid fees thereon determined as of the date Defaulting Lender, such Cash Collateral is provided). The Borrower Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Issuing Bank, and the Revolving Credit Lenders under the Revolving Credit Facilityagrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit obligations of the Borrower. Cash Collateral shall Defaulting Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit, to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionclause (iii) below. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Bank as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureminimum amount required pursuant to clause (i) above, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.26(a) or Section 2.26(b) in respect of Letters of Credit shall be applied to the satisfaction of the obligations of Defaulting Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit or LC Disbursements (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s LC Exposure shall no longer be required to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that pursuant to this Section 2.26(a) following (A) the elimination of the applicable LC Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (B) the determination by the Administrative Agent reasonably 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 Issuing Bank that there exists excess Cash Collateral; provided that, such funds subject to Sections 2.26(b) through 2.26(d) the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be applied, held to support future anticipated LC Exposure or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingshall, then the Borrower shall in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to such Outstanding Amount plus cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent or a financial institution selected by the Administrative Agent. The Borrower Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, each applicable L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, and agrees to maintain, a first priority security interest in all such Cash Collateral (including cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account foregoing) as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Sections 2.05, 2.06, 2.16 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, an amount equal however, that (x) Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.04), and (y) subject to Section 2.16, the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of funds, if any, then held as Issuer may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored At any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of time that there shall exist a Defaulting Lender that is a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveLender, (ii) if, as within one Business Day following the written request of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or LC Issuer (with a copy to the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(cAdministrative Agent) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations LC Issuer’s LC Outstandings with respect to such Defaulting Lender (determined after giving effect to Section 2.18(b)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount equal not less than 103% of the LC Issuer’s LC Outstandings with respect to such Outstanding Amount plus Defaulting Lender. (ii) The Borrower, and to the extent provided by any accrued or unpaid fees thereon determined as of the date Defaulting Lender, such Cash Collateral is provided). The Borrower Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers LC Issuer, and the Revolving Credit Lenders under the Revolving Credit Facilityagrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit obligations of the Borrower. Cash Collateral shall Defaulting Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit, to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionclause (iii) below. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) LC Issuer as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureminimum amount required pursuant to clause (i) above, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.18(a) or 2.18(b) in respect of Letters of Credit shall be applied to the satisfaction of the obligations of Defaulting Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit or LC Disbursements (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuer’s LC Outstandings shall no longer be required to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that pursuant to this Section 2.18(a) following (A) the elimination of the applicable LC Outstandings (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (B) the determination by the Administrative Agent reasonably 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 LC Issuer that there exists excess Cash Collateral; provided that, such funds subject to Sections 2.18(b) through 2.18(d) the Person providing Cash Collateral and each LC Issuer may agree that Cash Collateral shall be applied, held to support future anticipated LC Outstandings or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required LendersBorrowers shall, as applicablein each case, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to cover (i) 103% of all Fronting Exposure of such Outstanding Amount plus Defaulting Lender after giving effect to Section 2.17(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided)provided by such Defaulting Lender. (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent or the Collateral Agent. The Borrower Borrowers, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent and the Collateral Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers Issuer and the Revolving Credit Lenders under (including the Revolving Credit FacilitySwing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower willBorrowers and the relevant Defaulting Lender shall, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Sections 2.03, 2.04, 2.05, 2.06, 2.17, 8.02 or 8.04 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure (after giving effect to such release) or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Sections 8.01(a), (f) or (g) or an amount equal to Event of Default (and following application as provided in this Section 2.16 may be otherwise applied in accordance with Section 8.04) and (y) the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of fundsIssuer or Swing Line Lender, if anyas applicable, then held as may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the applicable Letter of Credit Facility Expiration Date, any L/C Obligation with respect to the relevant Revolving Credit Facility for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize or Backstop the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize or Backstop the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the each Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility Facilities and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize or Backstop the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize or Backstop the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition Upon the request of the Administrative Agent or any L/C Issuer (with a copy to any other provision under this Agreement requiring Cash Collateral to be provided, the Administrative Agent) (i) if the relevant L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to one hundred and two percent (102%) of such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be. Sections 2.06, 2.15(f), and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. If a Defaulting Lender fails to provide Cash Collateral within two Business Days of receiving a written request of the Administrative Agent or any L/C Issuer or the Swing Line Lender, then the Borrower shall provide such Cash Collateral is providedwithin one Business Day of receiving written notice from the Administrative Agent or such L/C Issuer or the Swing Line Lender of the Defaulting Lender’s failure to provide such Cash Collateral. For purposes of this Agreement, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuers (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and in all other property so provided as collateral pursuant to this Agreement, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrowerobligations to which Cash Collateral may be applied. Cash Collateral collateral shall be maintained in blocked, non-interest bearing deposit accounts satisfactory to the Administrative Agent, in the name at Bank of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionAmerica. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of as herein provided which has priority over the Secured Parties) Administrative Agent’s claim, or that the total amount of such funds Cash Collateral is less than the L/C Exposureamount required by this Section, Section 2.06 or 2.15(f), as applicable, the Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Agreement in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be deposited and held provided for herein. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or payment in full of all other obligations giving rise thereto (including by the deposit accounts specified by termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi)); or (ii) the Administrative Agent’s determination that there exists excess Cash Collateral; provided, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of fundshowever, if any, then held as that Cash Collateral that furnished by or on behalf of the Administrative Agent reasonably determines to Borrower shall not be free and clear released during the continuance 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other an Event of Default has occurred (and is continuingfollowing application as provided in this Section 2.06, the excess shall in Section 2.15(f) or Section 2.17, as applicable, may be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerotherwise applied in accordance with Section 8.03).

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, the event that (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) shall occur and be continuing or (gii) occurs and is continuingany Letters of Credit are outstanding on or after the tenth Business Day prior to the Maturity Date (or any LC Disbursements remain unreimbursed on or after such date), then the Borrower shall Cash Collateralize deposit with the then Outstanding Amount Administrative Agent in immediately available funds on the Business Day on which it receives notice from the Administrative Agent or Required Lenders demanding the deposit of all L/C Obligations cash collateral in the case of clause (i), or on or before the tenth Business Day prior to the Maturity Date in the case of clause (ii), an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined the Required Deposit Amount, which amount shall be held by the Administrative Agent as of the date such Cash Collateral is provided). The Borrower hereby grants cash collateral pursuant to a cash collateral agreement in form and substance satisfactory to the Administrative AgentAgent and the Issuing Bank to secure the Borrower’s reimbursement obligations with respect to LC Disbursements; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in clause (h) or (i) of Article 8. Such deposit shall be held by the Administrative Agent as collateral for the benefit payment and performance of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds obligations of the foregoing that secure any of its L/C ObligationsBorrower under this Credit Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same, provided that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in direct short term obligations of, or short term obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case maturing no later than the expiry date of the Letter of Credit giving rise to the relevant LC Exposure. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Required Lenders), be applied to satisfy other obligations of the Borrower under applicable Lawthis Credit Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to reimburse the relevant L/C Issuer. To the extent not applied as aforesaid) shall be returned to the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event Borrower within three Business Days after all Events of Default has occurred and is continuing, the excess shall be refunded to the Borrowerhave been cured or waived. If such Event the Borrower is required to provide cash collateral hereunder as a result of Default is cured or waived and no other Event clause (ii) of Default is then occurring and continuingthe first sentence of this subsection, the amount of any Cash Collateral thereof (including any accrued interest thereonto the extent not applied as aforesaid) shall be refunded returned to the BorrowerBorrower when the LC Exposure is zero and all Letters of Credit shall have been returned to the Issuing Bank and shall have been cancelled.

Cash Collateral. In addition (a) If at any time a Bank becomes a Defaulting Bank, within one Business Day following the written request of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent), such Defaulting Bank shall Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Bank in an amount not less than the applicable Fronting Exposure. At any other provision under this Agreement requiring time that there shall exist a Defaulting Bank, within one Business Day following the written request of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent), the Company shall Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Bank (determined after giving effect to subsection 2.24(a)(iv) and any Cash Collateral to be provided, (iprovided by such Defaulting Bank) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other amount not less than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) ifapplicable Fronting Exposure. If, as of the Letter termination of Credit Facility Expiration Datethe Commitments hereunder, any L/C LOC Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Company shall immediately Cash Collateralize all outstanding LOC Obligations. (b) The Company, and to the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingextent provided by any Defaulting Bank, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower Defaulting Bank, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Issuing Lenders, and the Revolving Credit Lenders under the Revolving Credit Facilityagrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit of the Borrower. obligations to which such Cash Collateral shall was required to be maintained in accounts satisfactory furnished, to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to subsection 2.26(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Lenders as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposures or the LOC Obligations with respect to any Issuing Lender as the case may be, the Borrower Company will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Bank). (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under subsection 2.24 or this subsection 2.26 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific LOC Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Bank, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (d) Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Lender’s Fronting Exposure shall no longer be required to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that pursuant to this subsection 2.26 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Bank status of the applicable Bank) or (ii) the determination by the Administrative Agent reasonably determines to be free and clear of any each Issuing Lender that there exists excess Cash Collateral, and upon demand by the Person providing 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonor the appropriate portion thereof) shall be refunded returned to such Person; provided that, subject to subsection 2.24, the BorrowerPerson providing Cash Collateral and each Issuing Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided(i) Upon the request of the Administrative Agent, (i) if the relevant an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, (iii) if any Event Availability is less than zero after giving effect to the prepayment of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations outstanding Loans pursuant to Section 8.02(c) 2.04(b), or (iv) an Event of Default set forth if any demand for Cash Collateralization has been made under Section 8.01(f) or (g) occurs and is continuing8.02(c), then the Borrower Borrowers shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). Sections 2.04 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral is providedhereunder. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or any L/C Issuer, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.14(a)(iv) and any Cash Collateral provided by the Defaulting Lender). The Borrower Borrowers hereby grants grant to the Administrative Agent, for the benefit of each of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facilityother Secured Parties, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrowerforegoing. Cash Collateral shall be maintained in blocked deposit accounts satisfactory to the Administrative Agent, in the name at Bank of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionMontreal. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower Borrowers or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (ii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.03 or 8.02(c) in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, and obligations to fund participations therein for which the Cash Collateral was provided (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation), it being agreed that Cash Collateral provided in respect of obligations of Defaulting Lenders to L/C Issuers shall be deposited applied on a pro rata basis as set forth in Section 2.14(a)(ii). (iii) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations and held not otherwise applied in accordance with Section 2.03(g)(ii) shall be released promptly following (A) the deposit accounts specified by elimination of the applicable Fronting Exposure or other obligations giving rise thereto or (B) the Administrative Agent’s reasonable good faith determination that there exists excess Cash Collateral; provided, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of fundshowever, if any, then held as that Cash Collateral that furnished by or on behalf of the Administrative Agent reasonably determines to Borrowers shall not be free and clear released during the continuance 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other an Event of Default has occurred (and is continuing, the excess shall following application as provided in this Section 2.03 may be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerotherwise applied in accordance with Section 8.03).

Cash Collateral. In addition If the Borrower is required pursuant to the terms of this Agreement or any other provision under this Agreement requiring Loan Document to Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, Collateralize any L/C Obligation for any reason remains outstandingObligations, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower shall deposit in an account (which may be the L/C Cash Collateral Account under the Security Agreement) with the Collateral Agent an amount in cash equal to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event as of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount date plus any accrued or and unpaid interest and fees thereon determined thereon. Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the date such Cash Collateral is provided). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Collateral Agent will, at the request of the Borrower, invest amounts deposited in such account in Cash Equivalents; provided, however, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower, subject to the provisions contained in this Section 2.05(i). Cash Collateral Moneys in such account shall be maintained in accounts satisfactory applied by the Collateral Agent to reimburse the L/C Issuer immediately for drawings under the applicable Letters of Credit and, if the maturity of the Loans has been accelerated, to satisfy the L/C Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an Event of Default, such amount (to the Administrative extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to this Section 2.05 or Section 2.09(c)(i), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower upon demand; provided that, after giving effect to such return, (i) the aggregate Revolving Outstandings would not exceed the Revolving Committed Amount and (ii) no Event of Default shall have occurred and be continuing. If the Borrower is required to deposit an amount of cash collateral hereunder pursuant to Section 2.09(c)(i), (ii), (iii), (iv) or (v) interest or profits thereon (to the extent not applied as aforesaid) shall be returned to the Borrower after the full amount of such deposit has been applied by the Collateral Agent to reimburse the L/C Issuer for drawings under Letters of Credit. The Borrower hereby pledges and assigns to the Collateral Agent, in the name of the Administrative Agent for its benefit and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Finance Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by cash collateral account established hereunder (and all monies and investments held therein) to secure the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Senior Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the BorrowerObligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Lenders with Letter of Credit Lenders or Usage representing greater than 50% of the Required Lenders, as applicable, require total Letter of Credit Usage) demanding the Borrower to deposit of Cash Collateralize the L/C Obligations Collateral pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingthis paragraph, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and the Issuing Banks, an amount in cash equal to the Agreed L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account Amount plus any accrued and all balances therein unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and all proceeds such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(h), (i) or (j). Such Cash Collateral shall be held by the Administrative Agent as collateral for the payment and performance of the foregoing that secure any obligations of its L/C Obligationsthe Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such Cash Collateral, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such Cash Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent to reimburse each Issuing Bank for any disbursements under Letters of Credit made by it and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 appliedit has not been reimbursed and, to the extent permitted not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Letter of Credit Usage at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), be applied to satisfy other obligations of the Borrower under applicable Lawthis Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long not applied as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower (or as otherwise ordered by a court of competent jurisdiction) within five Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if Upon the relevant L/C Issuer has honored any full or partial drawing under any Letter occurrence of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and described in Sections 7.3 or 7.4 or upon the Administrative Agent or declaration by the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an of any other Event of Default set forth under Section 8.01(f) and the termination of the Revolving Credit Commitments, the obligation of the Agent to issue or (g) occurs amend Letters of Credit shall terminate, and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to the maximum amount which may at any time be drawn under the Letters of Credit then outstanding (whether or not any beneficiary of such Outstanding Amount plus Letters of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents required to draw under such Letters of Credit) shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any accrued or unpaid fees thereon determined as kind, all of which are hereby expressly waived by the Borrower; provided that the foregoing shall not affect in any way the obligations of the date such Cash Collateral is provided)Lenders to purchase from the Agent participations in the unreimbursed amount of any drawings under the Letters of Credit issued by it as provided in Subsection 2.6d. The Borrower hereby grants So long as the Letters of Credit shall remain outstanding, any amounts declared due pursuant to this Section 7.13 with respect to the Administrative Agent, outstanding Letters of Credit when received by the Agent shall be deposited and held by the Agent in an interest bearing account denominated in the name of the Agent for the benefit of the L/C Issuers Agent and the Revolving Credit Lenders over which the Agent shall have sole dominion and control of withdrawals (the "Cash Collateral Account") as cash collateral for the obligation of the Borrower to reimburse the Agent in the event of any drawing under the Revolving Letters of Credit Facility, a security interest and upon any drawing under such Letters of Credit in all such cash, deposit accounts, respect of which the Agent has deposited in the Cash Collateral Account and all balances therein and all proceeds any amounts declared due pursuant to this Section 7.13, the Agent shall apply such amounts held by the Agent to reimburse the Agent for the amount of such drawing. In the event that any Letter of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts described above is cancelled or expires or in the event of any reduction in the maximum amount available at any time for drawing under any of the foregoing that secure any Letters of its L/C Obligations. The Administrative Credit outstanding, the Agent shall have exclusive dominion and controlapply the amount then in the Cash Collateral Account designated to reimburse the Agent for any drawings under the Letters of Credit issued by it less the maximum amount available at any time for drawing under the Letters of Credit remaining outstanding immediately after such cancellation, including the exclusive right of withdrawal, over such account. Interest expiration or profitsreduction, if any, on such investments shall accumulate to the payment in such account for the benefit full of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agentoutstanding Bank Indebtedness, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 appliedsecond, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount payment of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingexcess, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (ivii) an Event of Default set forth under Section 8.01(f) (with respect to the Borrower) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Revolving Credit Lenders under the Revolving Credit Facility, as collateral for the L/C Obligations, cash or deposit account balances in the relevant currencies in an amount equal to 105% of the L/C Exposure (determined as of the date of such Event of Default) (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligationsforegoing. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borroweraccount. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored At any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of time that there shall exist a Defaulting Lender that is a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveLender, (ii) if, as within one Business Day following the written request of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Revolver Administrative Agent or the Required Revolving Credit Lenders or LC Issuer (with a copy to the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(cRevolver Administrative Agent) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations LC Issuer’s LC Outstandings with respect to such Defaulting Lender (determined after giving effect to Section 2.18(b)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount equal not less than 103% of the LC Issuer’s LC Outstandings with respect to such Outstanding Amount plus Defaulting Lender. (ii) The Borrower, and to the extent provided by any accrued or unpaid fees thereon determined as of the date Defaulting Lender, such Cash Collateral is provided). The Borrower Defaulting Lender, hereby grants to the Revolver Administrative Agent, for the benefit of the L/C Issuers LC Issuer, and the Revolving Credit Lenders under the Revolving Credit Facilityagrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit obligations of the Borrower. Cash Collateral shall Defaulting Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit, to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionclause (iii) below. If at any time the Revolver Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Revolver Administrative Agent (on behalf of and the Secured Parties) LC Issuer as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureminimum amount required pursuant to clause (i) above, the Borrower will, forthwith promptly upon demand by the Revolver Administrative Agent, pay or provide to the Revolver Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.18(a) or 2.18(b) in respect of Letters of Credit shall be applied to the satisfaction of the obligations of Defaulting Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit or LC Disbursements (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuer’s LC Outstandings shall no longer be required to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that pursuant to this Section 2.18(a) following (A) the elimination of the applicable LC Outstandings (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (B) the determination by the Revolver Administrative Agent reasonably 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 LC Issuer that there exists excess Cash Collateral; provided that, such funds subject to Sections 2.18(b) through 2.18(d) the Person providing Cash Collateral and each LC Issuer may agree that Cash Collateral shall be applied, held to support future anticipated LC Outstandings or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if If the relevant L/C Issuer has honored reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any full right or partial drawing remedy available to it hereunder or under any Letter of Credit and such drawing has resulted law, Cash Collateralize the Issuing Bank’s Fronting Exposure in an L/C Borrowing for reasons other than accordance with the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, procedures set forth in this subsection. (ii) ifAt any time that there shall exist a Defaulting Lender with a Revolving Commitment, as within 1 Business Day following the written request of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or Issuing Bank (with a copy to the Required LendersAdministrative Agent), as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as not less than the aggregate Fronting Exposure of the date Issuing Bank with respect to Letters of Credit issued and outstanding at such Cash Collateral is provided). time. (iii) The Borrower Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the L/C Issuers Issuing Bank, and the Revolving Credit Lenders under the Revolving Credit Facilityagree to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit Defaulting Lenders’ obligation to fund participations in respect of the Borrower. Cash Collateral shall Letter of Credit Liabilities, to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionimmediately following clause (iv). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Bank as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Liabilities (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (v) Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (y) the determination by the Administrative Agent reasonably 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 Issuing Bank that there exists excess Cash Collateral; provided that, such funds subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the Issuing Bank may (but shall not be obligated to) agree that Cash Collateral shall be applied, held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition (a) If at any time a Bank becomes a Defaulting Bank, within one Business Day following the written request of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent), such Defaulting Bank shall Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Bank in an amount not less than the applicable Fronting Exposure. At any other provision under this Agreement requiring time that there shall exist a Defaulting Bank, within one Business Day following the written request of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent), the Company shall Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Bank (determined after giving effect to subsection 2.24(a)(iv) and any Cash Collateral to be provided, (iprovided by such Defaulting Bank) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other amount not less than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) ifapplicable Fronting Exposure. If, as of the Letter termination of Credit Facility Expiration Datethe Commitments hereunder, any L/C LOC Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Company shall immediately Cash Collateralize all outstanding LOC Obligations. (b) The Company, and to the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingextent provided by any Defaulting Bank, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower Defaulting Bank, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Issuing Lenders, and the Revolving Credit Lenders under the Revolving Credit Facilityagrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit of the Borrower. obligations to which such Cash Collateral shall was required to be maintained in accounts satisfactory furnished, to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to subsection 2.26(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Lenders as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposures or the LOC Obligations with respect to any Issuing Lender as the case may be, the Borrower Company will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Bank). (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under subsection 2.24 or this subsection 2.26 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific LOC Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (d) Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Lender’s Fronting Exposure shall no longer be required to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that pursuant to this subsection 2.26 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Bank status of the applicable Bank) or (ii) the determination by the Administrative Agent reasonably determines to be free and clear of any each Issuing Lender that there exists excess Cash Collateral, and upon demand by the Person providing 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonor the appropriate portion thereof) shall be refunded returned to such Person; provided that, subject to subsection 2.24, the BorrowerPerson providing Cash Collateral and each Issuing Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, If (ix) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or Lenders holding more than 50% of the Required Revolving Credit Lenders or total LC Exposure demanding the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations deposit of cash collateral pursuant to Section 8.02(c) this paragraph, or (ivy) an Event the maturity of Default set forth under Section 8.01(f) or (g) occurs and is continuingthe Revolving Loans has been accelerated, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers applicable Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the Revolving Credit Lenders under obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the Revolving Credit Facility, a security interest occurrence of any Event of Default with respect to the Borrower described in all such cash, paragraph (h) or (i) of Article 8. Such deposit accounts, Cash Collateral Account shall be held by the Administrative Agent as collateral for the payment and all balances therein and all proceeds performance of the foregoing that secure any obligations of its L/C Obligationsthe Borrower under this Section 2.9. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same, provided, however, that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in direct short-term obligations of, or short-term obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case maturing no later than the expiry date of the Letter of Credit giving rise to the relevant LC Exposure. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Lawfollows: first, to reimburse the relevant L/C IssuerIssuing Bank for LC Disbursements for which it has not been reimbursed, second, if there be any excess, to be held for the satisfaction of the reimbursement obligations (contingent or otherwise) of the Borrower for the LC Exposure at such time, third, if there be any excess, to reduce 1821445.29\C072091\0303228 the Revolving Credit Exposure of all of the Lenders pro rata, and fourth, if there be any excess and if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), to satisfy other obligations of the Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount and any interest thereon (to the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long not applied as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) ifIf, as of the Letter of Credit Facility Expiration Maturity Date, there are any L/C Obligation Letter of Credit Obligations, the Borrower shall promptly Cash Collateralize the Letter of Credit Obligations that for any reason remains remain outstanding, . Section 2.16 and Section 5.2 set forth certain additional requirements to deliver Cash Collateral hereunder. (iiib) if If any Event of Default occurs shall occur and is continuing and the Administrative Agent or be continuing, the Required Revolving Class Lenders may require that the Letter of Credit Lenders or Obligations be Cash Collateralized; provided that, upon the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) occurrence of an Event of Default set forth under referred to in Section 8.01(f) or (g) occurs and is continuing11.5, then the Borrower shall immediately Cash Collateralize the Letters of Credit then Outstanding Amount outstanding and no notice or request by or consent from the Required Revolving Class Lenders shall be required. (c) For purposes of all L/C Obligations this Agreement, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Letter of Credit Issuers as collateral for the Letter of Credit Obligations, cash or deposit account balances (“Cash Collateral”) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as 100% of the date amount of the Letter of Credit Obligations required to be Cash Collateralized pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable Letter of Credit Issuer (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such Cash Collateral is provided)terms have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Letter of Credit Issuers and the Revolving Letter of Credit Lenders under the Revolving Credit Facility, Participants a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrowerforegoing. Cash Collateral shall be maintained in blocked, interest bearing deposit accounts satisfactory to with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C ExposureLetter of Credit Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agentas Cash Collateral, an amount equal to the excess of (ax) such L/C Exposure over aggregate outstanding amount minus (by) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 LawApplicable Laws, to reimburse the relevant L/C applicable Letter of Credit Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto aggregate outstanding amount of all Letter of Credit Obligations and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) Upon the request of the Administrative Agent, (A) if the relevant L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause Borrowing, or (c)(ii) above, (iiB) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingshall, then the Borrower shall in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. (ii) In addition, if the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations (at such time exceeds the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall Cash Collateralize the L/C Obligations in an amount equal to such the amount by which the Outstanding Amount plus of all L/C Obligations exceeds the Letter of Credit Sublimit. (iii) The Administrative Agent may, at any accrued 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. (iv) Sections 2.05 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 9.02(c), “Cash Collateralize” means to pledge and deposit with or unpaid fees thereon determined as deliver to the Administrative Agent, for the benefit of the date L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (collectively, “Cash Collateral”) pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such Cash Collateral is provided)term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrowerforegoing. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agentblocked, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the non-interest bearing deposit accounts specified by the Administrative Agent, an amount equal to the excess at Bank of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the BorrowerAmerica.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs and is continuing and the Administrative Agent Agents or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower Company to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c8.02(a)(iii) or (ivii) an Event of Default set forth under Section 8.01(f) (with respect to the Company) or (g) occurs and is continuing, then the Borrower Company shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Revolving Facility Administrative Agent, for the benefit of the relevant L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances in the relevant currencies in an amount equal to the L/C Exposure (determined as of the date of such Event of Default) (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Revolving Facility Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower Company hereby grants to the Revolving Facility Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligationsforegoing. The Revolving Facility Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borroweraccount. Cash Collateral shall be maintained in accounts satisfactory to the Revolving Facility Administrative Agent, in the name of the Revolving Facility Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Revolving Facility Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Revolving Facility Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower Company will, forthwith upon demand by the Revolving Facility Administrative Agent, pay to the Revolving Facility Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Revolving Facility Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Revolving Facility Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the BorrowerCompany. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the BorrowerCompany.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Credit Lenders or (or, if the Required Lendersmaturity of the Loans has been accelerated, as applicable, require Lenders with LC Exposure representing greater than 50% of the Borrower to Cash Collateralize total LC Exposure) demanding the L/C Obligations deposit of cash collateral pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingthis paragraph, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers applicable Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the Revolving Credit Lenders under obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the Revolving Credit Facility, a security interest occurrence of any Event of Default with respect to the Borrower described in all such cash, clause (h) or (i) of Article 8. Such deposit accounts, Cash Collateral Account shall be held by the Administrative Agent as collateral for the payment and all balances therein and all proceeds performance of the foregoing that secure any obligations of its L/C Obligationsthe Borrower under this Credit Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same, provided, however, that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in direct short term obligations of, or short term obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case maturing no later than the expiry date of the Letter of Credit giving rise to the relevant LC Exposure. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under applicable Lawthis Credit Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long not applied as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be providedUpon the request of the Administrative Agent or the Required Revolving Lenders, (i) if the relevant L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the L/C Cash Collateralization Date, any Letter of Credit Facility Expiration Datemay for any reason remain outstanding and partially or wholly undrawn, any the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans in the amount of the then Outstanding Amount of all L/C Obligation for any reason remains outstanding, Obligations (iii) if any Event determined as of Default occurs and is continuing and the Administrative Agent date of such L/C Borrowing or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant Cash Collateralization Date, as the case may be) and to Section 8.02(c) or (iv) an Event the extent of Default set forth under Section 8.01(f) or (g) occurs and is continuingunavailability of Base Rate Loans, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. In the event that the Borrower is deemed to have requested a Borrowing of Base Rate Loans on the L/C Cash Collateralization Date, the Borrower hereby authorizes the L/C Issuer and the Administrative Agent to deposit the proceeds of such borrowing directly into a deposit account with the Administrative Agent in an amount equal order the Cash Collateralize the L/C Obligations. For purposes hereof, “Cash Collateralize” means to such Outstanding Amount plus any accrued pledge and deposit with or unpaid fees thereon determined as deliver to the Administrative Agent, for the benefit of the date L/C Issuer and the Revolving Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Revolving Lenders). Derivatives of such Cash Collateral is provided)term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrowerforegoing. Cash Collateral shall be maintained in blocked, non-interest-bearing deposit accounts satisfactory to with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to At any other provision under this Agreement requiring Cash Collateral to be providedtime that there shall exist a Defaulting Lender, (i) if immediately upon the relevant L/C Issuer has honored any full or partial drawing under any Letter request of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lendersany Fronting Bank, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall deliver to the Administrative Agent Cash Collateralize the then Outstanding Amount of all L/C Obligations (Collateral in an amount equal sufficient to such Outstanding Amount plus cover all Fronting Exposure (after giving effect to Section 2.21(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent. The Borrower Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the L/C Issuers Administrative Agent, the Fronting Banks and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to this subsection (c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this subsection (c), Section 2.21(a)(ii) or Article VII in respect of Letters of Credit shall be held and applied to the satisfaction of the specific LC Exposure, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be deposited and held in provided for herein. Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 9.04(b)(iv)) or (ii) the Administrative Agent, an amount equal to the ’s good faith determination that there exists excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of provided that (x) any Cash Collateral exceeds furnished by or on behalf of the L/C Exposure plus costs incidental thereto Borrower shall not be released during the continuance of a Default (and so long following application as no other provided in this subsection (c) may, during the continuance of an Event of Default has occurred Default, be otherwise applied in accordance with Article VII), and is continuing, (y) the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Person providing Cash Collateral (including any accrued interest thereon) and the Fronting Banks may agree that Cash Collateral shall not be refunded released but instead held to the Borrowersupport future anticipated Fronting Exposure or other obligations.

Cash Collateral. In addition If the Borrower is required pursuant to the terms of this Agreement or any other provision under this Agreement requiring Loan Document to Cash Collateral to be providedCollateralize any LC Obligations, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted Borrower shall deposit in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and account with the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount in cash equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as 100% of the date amount of such Cash Collateral is provided)LC Obligations. The Borrower hereby grants to Such deposit shall be held by the Administrative Agent, Agent as collateral for the benefit payment and performance of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C LC Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Administrative Agent will, at the request of the Borrower, invest amounts deposited in such account in Cash Equivalents; provided that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Administrative Agent and (iii) if an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Administrative Agent. The Borrower shall indemnify the Administrative Agent for any losses relating to such investments in Cash Equivalents. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Lender immediately for drawings under Letters of Credit and, if the benefit maturity of the Revolving Credit Lenders under Loans has been accelerated, to satisfy the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionLC Obligations. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject Borrower is required to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total provide an amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, cash collateral hereunder as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, a result of an amount equal to the excess Event of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 CollateralDefault, such funds shall be applied, amount (to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long not applied as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the Borrower within three Business Days after all Events of Default have been cured or waived. Any moneys remaining in such account after the Obligations have been indefeasibly paid in full in cash shall be returned to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if Upon the relevant L/C Issuer has honored any full request of the Administrative Agent or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit applicable Issuing Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of three Business Days prior to the Letter of Credit Facility Expiration Revolving Termination Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations otherwise required pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing8.1, then the Borrower shall shall, in each case, immediately Cash Collateralize the then Outstanding Amount outstanding amount of all L/C Obligations (in an amount equal not less than the Minimum Collateral Amount. At any time that there shall exist a Defaulting Lender, immediately upon the written request of the Administrative Agent or any applicable Issuing Lender or Swingline Lender (in each case, with a copy to the Administrative Agent), the Borrower shall Cash Collateralize all Fronting Exposure of such Issuing Lender or Swingline Lender, as applicable, with respect to such Outstanding Amount plus Defaulting Lender (determined after giving effect to Section 2.26(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided)provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent. The Borrower and, to the extent provided by any Lender, such Lender, hereby grants to (and subject to the control of) the Administrative Agent, for the benefit of the L/C Issuers Administrative Agent, the applicable Issuing Lenders and the Revolving Credit applicable Lenders under (including the Revolving Credit Facilityapplicable Swingline Lenders), and agrees to maintain, a first priority security interest in all such cashCash Collateral, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to paragraph (c) of this Section. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C ExposureMinimum Collateral Amount, the Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything herein to the contrary, Cash Collateral provided under this Section, Section 2.26 or 8.1 or otherwise in respect of Letters of Credit or Swingline Loans shall be applied to the satisfaction of the specific L/C Obligations, Swingline Loans, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligations) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of the Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.6), or (ii) the determination by the Administrative Agent, an amount equal to the Agent that there exists excess of Cash Collateral; provided that (aA) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that furnished by or on behalf of the Administrative Agent reasonably determines to Borrower shall not be free and clear released during the continuance 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 a Default under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Section 7.01(a) or (f) or an Event of Default has occurred (and is continuing, following application as provided in this Section may be otherwise applied in accordance with Section 8.1) and (B) the excess Person providing Cash Collateral and the applicable Issuing Lender(s) or Swingline Lender(s) may agree that Cash Collateral shall be refunded held to the Borrower. If such Event of Default is cured support future anticipated Fronting Exposure or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations hereunder.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingshall, then the Borrower shall in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to such Outstanding Amount plus cover 103% of all Fronting Exposure (after giving effect to Section 2.19(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent. The Borrower Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers Issuer and the Revolving Credit Lenders under (including the Revolving Credit FacilitySwing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.18(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower willand the relevant Defaulting Lender shall, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.18 or Section 2.03, 2.04, 2.05, 2.06, 2.19 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided prior to any other application of such property, as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Section 8.01(a), (f) or (g) or an amount equal to Event of Default (and following application as provided in this Section 2.18 may be otherwise applied in accordance with Section 8.04) and (y) the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of fundsIssuer or Swing Line Lender, if anyas applicable, then held as may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, If (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower Borrowers to Cash Collateralize the their respective L/C Obligations pursuant to Section 8.02(c) 11 or (ivii) an Event of Default set forth under Section 8.01(f) or (g) 11.5 occurs and is continuingcontinuing or (iii) for any reason, any Letter of Credit is outstanding at the time of termination of the Revolving Credit Commitments and a backstop letter of credit that is satisfactory to the L/C Issuer in its sole discretion is not in place, then the Borrower applicable Borrowers shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date of such Cash Collateral Event of Default or such termination date), and shall do so not later than 2:00 p.m. on (x) in the case of the immediately preceding clause (i) or (iii), (1) the Business Day that the Parent Borrower receives notice thereof, if such notice is providedreceived on such day prior to 12:00 noon or (2) if clause (1) above does not apply, the Business Day immediately following the day that the Parent Borrower receives such notice and (y) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 11.5 occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. The Borrower applicable Borrowers hereby grants grant to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrowerforegoing. Cash Collateral shall be maintained in blocked accounts satisfactory to the Administrative Agent, in the name of at the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time made available by the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand and elected by the applicable Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claimBorrower. 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 Applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Exposure plus costs incidental thereto Obligations and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the BorrowerBorrowers. If In the case of clause (i) or (ii) above, if such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the BorrowerBorrowers.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lendersapplicable Borrower shall, as applicablein each case, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to such Outstanding Amount plus cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more Cash Collateral Accounts. The Borrower Each Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, each applicable L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, and agrees to maintain, a first priority security interest in all such Cash Collateral (including cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account foregoing) as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the applicable Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Section 2.03, 2.05, 2.06, 2.16 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(ix))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, an amount equal however, that (x) Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.04) and (y) subject to Section 2.16, the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of funds, if any, then held as Issuer may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if If the relevant L/C Issuer has honored reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any full right or partial drawing remedy available to it hereunder or under any Letter law, Cash Collateralize the Fronting Exposure of Credit and such drawing has resulted the Issuing Lenders in an L/C Borrowing for reasons other than accordance with the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, procedures set forth in this subsection. (ii) ifAt any time that there shall exist a Defaulting Lender, as within 3 Business Day following the written request of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or an Issuing Lender (with a copy to the Required Revolving Credit Lenders or the Required LendersAdministrative Agent), as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount Fronting Exposure of all L/C Obligations the Issuing Lenders with respect to such Defaulting Lender (determined after giving effect to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as not less than the aggregate Fronting Exposure of the date Issuing Lenders with respect to Letters of Credit issued and outstanding at such Cash Collateral is provided). time. (iii) The Borrower Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the L/C Issuers Issuing Lenders, and the Revolving Credit Lenders under the Revolving Credit Facilityagree to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit Defaulting Lenders’ obligation to fund participations in respect of the Borrower. Cash Collateral shall LOC Obligations, to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionimmediately following clause (iv). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Lenders as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposure of the Issuing Lenders with respect to Letters of Credit issued and outstanding at such time, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of LOC Obligations (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (v) Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting Exposure of the Issuing Lenders shall no longer be required to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lenders in accordance with the immediately following subsection (f) or the assignment of such Defaulting Lender’s Loans and Commitment in accordance with Section 10.6), or (y) the determination by the Administrative Agent reasonably 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 Issuing Lenders that there exists excess Cash Collateral; provided that, such funds subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the Issuing Lenders may agree that Cash Collateral shall be applied, held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued security interest thereon) shall be refunded granted pursuant to the BorrowerCredit Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if If the relevant L/C Issuer has honored reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any full right or partial drawing remedy available to it hereunder or under any Letter of Credit and such drawing has resulted law, Cash Collateralize the Issuing Bank’s Fronting Exposure in an L/C Borrowing for reasons other than accordance with the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, procedures set forth in this subsection. (ii) ifAt any time that there shall exist a Defaulting Lender, as within five (5) Business Day following receipt of the Letter written request of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or Issuing Bank (with a copy to the Required LendersAdministrative Agent), as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as not less than the aggregate Fronting Exposure of the date Issuing Bank with respect to Letters of Credit issued and outstanding at such Cash Collateral is provided). time. (iii) The Borrower Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the L/C Issuers Issuing Bank, and the Revolving Credit Lenders under the Revolving Credit Facilityagree to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit Defaulting Lenders’ obligation to fund participations in respect of the Borrower. Cash Collateral shall Letter of Credit Liabilities, to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionimmediately following clause (iv). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Bank as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Liabilities (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (v) Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (y) the determination by the Administrative Agent reasonably 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 Issuing Bank that there exists excess Cash Collateral; provided that, such funds subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the Issuing Bank may (but shall not be obligated to) agree that Cash Collateral shall be applied, held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition If the reallocation described in Section 2.21(a)(iv) above cannot, or can only partially, be effected, within three Business Days following the written request of the Administrative Agent, the applicable Issuing Bank or the Swingline Lender, the applicable Borrower shall deliver to the Administrative Agent cash collateral (or, in the case of Swingline Exposure, at such Borrower’s election, prepayment ) in an amount sufficient to cover the portion of such Defaulting Lender’s Swingline Exposure and LC Exposure (after giving effect to Section 2.21(a)(iv) and any other provision under this Agreement requiring Cash Collateral cash collateral provided by the Defaulting Lender or pursuant to be providedSection 2.21(a)(ii) from payments made for the account of such Defaulting Lender) for so long as such Swingline Exposure or LC Exposure is outstanding; provided that, (i) if the relevant L/C Issuer has honored a Borrower cash collateralizes any full or partial drawing under any Letter portion of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender Defaulting Lender’s LC Exposure pursuant to fulfill its obligations under this clause (c)(iic), the Borrowers shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure is cash collateralized; (ii) if any portion of the LC Exposure of such Defaulting Lender is reallocated pursuant to Section 2.21(a)(iv) above, (iithen the fees payable to the Lenders pursuant to Section 2.11(b) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, shall be adjusted to give effect to such reallocation; and (iii) if all or any Event portion of Default occurs and such Defaulting Lender’s LC Exposure is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations neither reallocated nor cash collateralized pursuant to Section 8.02(c2.21(a)(iv) or this clause (iv) an Event c), then, without prejudice to any rights or remedies of Default set forth any Issuing Bank or any other Lender hereunder, all participation fees payable under Section 8.01(f2.11(b) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal with respect to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants Defaulting Lender’s LC Exposure shall be payable to the Administrative Agent, for Issuing Banks (and allocated among them ratably based on the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay Defaulting Lender’s LC Exposure attributable to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter Letters of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, issued by each Issuing Bank) until and to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C that such LC Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerreallocated and/or cash collateralized.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Credit Lenders or (or, if the Required Lendersmaturity of the Loans has been accelerated, as applicable, require Lenders with LC Exposure representing greater than 50% of the Borrower to Cash Collateralize total LC Exposure) demanding the L/C Obligations deposit of cash collateral pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingthis paragraph, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest an amount in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds cash equal to 105% of the foregoing LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that secure the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of its L/C Obligationsany Event of Default described in Section 8.1(h) or Section 8.1(i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Credit Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same, provided that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in direct short term obligations of, or short term obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case maturing no later than the expiry date of the Letter of Credit giving rise to the relevant LC Exposure. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under applicable Lawthis Credit Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long not applied as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition (a) Any amounts held by the Collateral Agent pursuant to the provisions of this Agreement shall be invested by the Collateral Agent from time to time in Cash Equivalents as directed in an Officer's Certificate from the Company so long as the Collateral Agent may invest in the same using commercially reasonable efforts. The parties hereto agree that the Collateral Agent and/or an Affiliate of the Collateral Agent may charge and/or collect customary fees and expenses in connection with the purchase of Cash Equivalents or for other services rendered to the parties hereto (provided that such charges, fees and expenses are on terms consistent with terms negotiated at arm's length). Neither the Collateral Agent nor any other provision of its Affiliates shall be required to account for any profits or benefits described in the preceding sentence. All Cash Equivalents held by the Collateral Agent pursuant to this Section 7.06 shall be registered in the name of, payable to the order of, or specially endorsed to, the Collateral Agent. Any income realized as a result of any such investment, net of the Collateral Agent's reasonable fees and expenses in making such investment, shall be held and applied by the Collateral Agent in the same manner as the principal amount of such investment is to be applied and any losses, net of earnings and such reasonable fees and expenses, shall be charged against the principal amount invested. All taxes on any income so realized shall be charged to the applicable Grantor. The Collateral Agent shall not be liable for any loss resulting from any investment to be made by it under this Agreement requiring Cash other than by reason of its willful misconduct or gross negligence as actually and finally determined in a final, non-appealable judgment of a court of competent jurisdiction. (b) Neither the Collateral Agent nor any of its Affiliates assume any duty or liability for monitoring the rating of the selected investment. In the event an investment selection is not made, the amounts held by the Collateral Agent pursuant to the provisions of this Security Agreement shall not be invested and the Collateral Agent shall not incur any liability for interest or income thereon. (c) The Collateral Agent shall have no obligation to invest or reinvest amounts to be providedheld by the Collateral Agent if all or a portion of such amounts are deposited with the Collateral Agent after 11:00 a.m. (New York time) on the day of the deposit. Instructions to invest or reinvest that are received after 11:00 a.m. (New York time) will be treated as if received on the following Business Day in New York. (d) The Collateral Agent shall have the power to sell or liquidate the foregoing investments whenever the Collateral Agent shall be required to distribute the amounts held pursuant to the terms of this Security Agreement or as otherwise contemplated in this Security Agreement. Requests or instructions received after 11:00 a.m. (New York time) by the Collateral Agent to liquidate such amounts will be treated as if received on the following Business Day in New York. (e) The Collateral Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of the amounts held by the Collateral Agent pursuant to the terms of this Security Agreement, provided that the Collateral Agent has made such investment, reinvestment or liquidation of the trust assets in accordance with the terms, and subject to the conditions, of this Security Agreement. (f) Each of the parties to this Security Agreement acknowledge that non-deposit investment products are not obligations of, or guaranteed by, Citibank, N.A. or Citigroup North America, Inc., nor any of their affiliates; are not FDIC insured; and are subject to investment risks, including the possible loss of principal amount invested in one of the money market funds made available by the Collateral Agent and selected by the Grantors. (g) Any investment direction contained herein may be executed through an affiliated broker or dealer of the Collateral Agent and any such affiliated broker or dealer shall be entitled to such broker's or dealer's usual and customary fees for such execution. (h) The Cash Equivalents may be held by the Collateral Agent directly or through any clearing agency or depository (collectively, the "Clearing Agency") including, without limitation, the Federal Reserve/Treasury Book-Entry System for United States and federal agency securities, and The Depository Trust Company. The Collateral Agent shall not have any responsibility or liability for the actions or omissions to act on the part of any Clearing Agency. (i) if Notwithstanding anything contained herein to the relevant L/C Issuer has honored contrary, the parties hereto hereby agree and acknowledge that due to the potential conflict of interest, the Collateral Agent will not purchase the commercial paper of Citigroup North America, Inc., or any full or partial drawing under any Letter of Credit and such drawing has resulted Affiliate (collectively, "Citigroup Paper") unless the Collateral Agent is specifically instructed to purchase Citigroup Paper in an L/C Borrowing Officer's Certificate from the Company. Any instruction for reasons other than the failure purchase of Citigroup Paper must be given by the Company on a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of transaction by transaction basis in the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default manner set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionpreceding sentence. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.* * *

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided(a) (A) Upon the request of the Administrative Agent, (i) if the relevant L/C Issuer has honored any full or partial drawing request under any Letter of Credit or made any payment under any Bankers’ Acceptance and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause C-BA Borrowing, or (c)(ii) above, (iiB) if, as of the Letter of Credit Facility Expiration DateCredit-BA Deadline, any L/C C-BA Obligation for any reason remains outstanding, (iii) if any Event of Default occurs outstanding and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant Issuer is not at such time satisfied that a “back-to-back” letter of credit as described in part (ii) of the proviso to Section 8.02(c) the definition of Letter of Credit-BA Expiration Date has been or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingbeing delivered, then the Borrower shall shall, in each case, immediately Cash Collateralize 102.5% of the then Outstanding Amount of all L/C-BA Obligations. In addition, if at any time there is a Revolving Lender that is a Defaulting Lender and the L/C Obligations (in an Issuer or the Swing Line Lender has any amount equal of fronting risk with respect to such Outstanding Amount plus any accrued outstanding Letter of Credit or unpaid fees thereon determined as of Swing Line Loan, the date such Cash Collateral is provided). The Borrower hereby grants to shall, promptly upon demand by the Administrative Agent, for deliver to the benefit of Administrative Agent additional Cash Collateral in an amount sufficient to reduce the risk to the L/C Issuers Issuer or Swing Line Lender from such Defaulting Lender to zero; provided that Cash Collateral shall not be required to be deposited in such situation if the Borrower and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlIssuer or the Swing Line Lender, including the exclusive right of withdrawalas applicable, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory mutually agree to the Administrative Agent, application of Section 2.16(a) in the name lieu thereof so long as such Section is at such time capable of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at application pursuant to its sole discretionterms. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any prior right or claim of any Person other than the Administrative Agent as herein provided, such Cash Collateral shall be deemed not to have been delivered as required hereby, and the Borrower shall deliver additional Cash Collateral to meet the requirements hereof. (on behalf b) 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 Secured Partiesresults of exchange rate fluctuations. (c) Sections 2.03, 2.04, 2.05, 2.16 and 8.02 set forth certain additional requirements or that the total amount of such funds is less than options to deliver Cash Collateral hereunder. (d) All Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at the L/C ExposureIssuer of the Letters of Credit being Cash Collateralized. The Borrower hereby grants to, and subjects to the Borrower willcontrol of, forthwith upon demand by the Administrative Agent, pay to for the benefit of the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over Issuer and the Lenders (b) including the total amount Swing Line Lender), a security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of fundsthe foregoing. At the request of the L/C Issuer, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 or Bankers’ Acceptance to be Cash Collateralized hereunder is denominated in an Alternative Currency, Borrower shall post such Cash Collateral in the same Alternative Currency as the Letter of Credit or Bankers’ Acceptance to be Cash Collateral, such funds shall be applied, Collateralized. (e) Notwithstanding anything to the extent permitted contrary contained in this Agreement, Cash Collateral provided under applicable Lawany of this Section 2.15 or Sections 2.03, 2.04, 2.05, or 8.02 in respect of Letters of Credit, Bankers’ Acceptances or Swing Line Loans shall secure and be held and applied to reimburse the relevant satisfaction of the specific L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingC-BA Obligations, the excess shall be refunded Swing Line Loans or obligations to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral fund participations therein (including any interest accrued interest thereonon such obligation) shall for which the Cash Collateral or other credit support was so provided, prior to any other application of such property as may be refunded to the Borrowerprovided for herein.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if Upon the relevant L/C Issuer has honored any full request of the Administrative Agent or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit applicable Issuing Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of three Business Days prior to the Letter of Credit Facility Expiration Revolving Termination Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations otherwise required pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing8.1, then the Borrower shall shall, in each case, immediately Cash Collateralize the then Outstanding Amount outstanding amount of all L/C Obligations (in an amount equal not less than the Minimum Collateral Amount. At any time that there shall exist a Defaulting Lender, immediately upon the written request of the Administrative Agent or any applicable Issuing Lender (in each case, with a copy to the Administrative Agent), the Borrower shall repay the L/C Obligations, in the amount of all Fronting Exposure of such Issuing Lender with respect to such Outstanding Defaulting Lender or Cash Collateralize such Fronting Exposure in an amount not less than the Minimum Collateral Amount plus (in each case, determined after giving effect to Section 2.27(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by such Defaulting Lender). (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent. The Borrower and, to the extent provided by any Lender, such Lender, hereby grants to (and subject to the control of) the Administrative Agent, for the benefit of the L/C Issuers Administrative Agent, the applicable Issuing Lenders and the Revolving Credit Lenders under the Revolving Credit Facilityapplicable Lenders, and agrees to maintain, a first priority security interest in all such cashCash Collateral, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to clause (c) of this Section. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C ExposureMinimum Collateral Amount, the Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything herein to the contrary, Cash Collateral provided under this Section, Section 2.27 or 8.1 or otherwise in respect of Letters of Credit shall be applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligations) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto, including by the termination of the Defaulting Lender status of the applicable Lender (or, as appropriate, its Assignee following compliance with Section 10.6), or (ii) the determination by the Administrative Agent, an amount equal to the Agent that there exists excess of Cash Collateral; provided that (aA) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that furnished by or on behalf of the Administrative Agent reasonably determines to Borrower shall not be free and clear released during the continuance 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 a Default under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Section 8.1(a) or (f) or an Event of Default has occurred (and is continuing, following application as provided in this Section may be otherwise applied in accordance with Section 8.1) and (B) the excess Person providing Cash Collateral and the applicable Issuing Lender(s) may agree that Cash Collateral shall be refunded held to the Borrower. If such Event of Default is cured support future anticipated Fronting Exposure or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations hereunder.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower Borrowers to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower Borrowers shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Each Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the each Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the BorrowerBorrowers. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.03, 2.05, 2.16 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07)) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingshall, then the Borrower shall in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to such Outstanding Amount plus cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent or a financial institution selected by the Administrative Agent. The Borrower Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, each applicable L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, and agrees to maintain, a first priority security interest in all such Cash Collateral (including cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account foregoing) as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section ‎2.15(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section ‎2.15 or Sections ‎2.05, ‎2.06, ‎2.16 or ‎8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section ‎10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, an amount equal however, that (x) Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section ‎2.15 may be otherwise applied in accordance with Section ‎8.04), and (y) subject to Section ‎2.16, the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of funds, if any, then held as Issuer may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingshall, then the Borrower shall in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to such Outstanding Amount plus cover 103% of all Fronting Exposure (after giving effect to Section 2.18(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent. The Borrower Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers Issuer and the Revolving Credit Lenders under (including the Revolving Credit FacilitySwing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant to this Section 2.17, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.17(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby (after giving 98 Syniverse Credit Agreement effect to Section 2.18(a)(iv) and any Cash Collateral provided by the Defaulting Lender), the Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.17 or Sections 2.04, 2.05, 2.06, 2.18 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Sections 8.01(a), (f) or (g) or an amount equal to Event of Default (and following application as provided in this Section 2.17 may be otherwise applied in accordance with Section 8.03), and (y) the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of fundsIssuer or Swing Line Lender, if anyas applicable, then held as may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, or (ii) if, if as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(cshall, in each case, promptly, but in any event, within one (1) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingBusiness Day, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations Obligations. At any time that there shall exist a Defaulting Lender, promptly, but in any event, within one (1) Business Day, upon the request of the Administrative Agent or the applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to such Outstanding Amount plus cover 103% of all Fronting Exposure (after giving effect to Section 2.19(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent or any Approved Domestic Bank selected by the Administrative Agent. The Borrower Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers Issuer and the Revolving Credit Lenders under (including the Revolving Credit FacilitySwingline Lender), and agrees to maintain, a first-priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligationsforegoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.18(c). The Administrative Agent shall have exclusive dominion and control, including Borrower and/or any such Lender providing the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory agree to the Administrative Agent, in the name of take such other actions as the Administrative Agent and for may reasonably request to establish, maintain and/or perfect the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionfirst-priority security interest referred to above (including entering into control agreements). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower willand the relevant Defaulting Lender shall, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.18 or Sections 2.03, 2.05, 2.06, 2.19 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(vii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Sections 8.01(a), (f) or (g) or an amount equal to Event of Default (and following application as provided in this Section 2.18 may be otherwise applied in accordance with Section 8.03) and (y) the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of funds, if any, then held as Issuer may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) If any Event of Default shall occur and be continuing, on the Business Day that the Borrowers receive notice from the Administrative Agent or the Required LC Facility Lenders demanding the deposit of cash collateral pursuant to this paragraph (provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to a Borrower described in clause (g) or (h) of Article VII) or (ii) upon the request of the Administrative Agent, (A) if the relevant L/C Issuer LC Facility Issuing Bank has honored any full or partial drawing request under any LC Facility Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause LC Facility LC Disbursement, or (c)(ii) above, (iiB) if, as of the Letter of Credit Facility Expiration date that is five Business Days prior to the Term Loan Maturity Date, any L/C LC Facility LC Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required LendersBorrowers shall, as applicablein each case, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingimmediately deposit in a blocked, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to interest bearing deposit account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest an amount in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds cash equal to 105% of the foregoing that secure LC Facility LC Obligations as of such date plus any accrued and unpaid interest thereon. Such cash collateral shall be held by the Administrative Agent as collateral for the payment and performance of its L/C the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate Moneys in such account for the benefit of the Borrower. Cash Collateral (including any interest accrued thereon) shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the LC Facility Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit LC Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted under applicable Lawnot so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Facility LC Obligations at such time or, if the maturity of the Loans has been accelerated shall be applied to reimburse satisfy other Obligations. If the relevant L/C Issuer. To the extent the Borrowers are required to provide an amount of any Cash Collateral exceeds cash collateral hereunder as a result of the L/C Exposure plus costs incidental thereto and so long as no other occurrence of an Event of Default has occurred and is continuingDefault, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any interest accrued interest thereon) ), to the extent not applied as aforesaid, shall be refunded returned to the BorrowerBorrowers within three Business Days after all Events of Default have been cured or waived. The Borrowers shall also provide cash collateral for LC Facility Letters of Credit as provided in Section 2.07.

Cash Collateral. In addition Each Non-Funding Lender shall be required to any other provision under this Agreement requiring provide to the Agent (A) cash collateral or Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (Equivalents in an amount equal to 105% of such Outstanding Amount plus any accrued or unpaid fees thereon determined as Non-Funding Lender’s Proportionate Share of the date face amount of outstanding Letters of Credit under the Revolving Facilities (the “L/C Fronting Exposure”), and (B) cash collateral or Cash Equivalents in an amount, as shall be determined from time to time by the Agent in its discretion, equal to all other obligations of such Non-Funding Lender to the Agent that are owing or may become owing pursuant to this Agreement, including, without limitation, such Non-Funding Lender’s obligation to pay its Proportionate Share of any indemnification or expense reimbursement amounts not paid by a Borrower. Such cash collateral or Cash Collateral is provided)Equivalents shall be held by Agent in one or more cash collateral accounts which accounts shall be in the name of the Agent and shall not be required to be interest bearing. The Borrower hereby grants Agent shall be entitled to apply the Administrative Agent, for foregoing cash collateral and Cash Equivalents in accordance with the benefit Intercreditor Agreement. Cash collateral (or the appropriate portion thereof) provided to reduce either the Canadian Issuing Lender’s or the US Issuing Lender’s L/C Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 13.16 following (A) the elimination of the L/C Issuers Fronting Exposure (including by the termination of Non-Funding Lender status of the applicable Lender) or (B) the determination by the Agent and either Canadian Issuing Lender or the US Issuing Lender, as applicable, that there exists excess cash collateral; provided that, subject to the other provisions of this Section 13.16, the Person providing cash collateral and the Revolving Credit Lenders under Canadian Issuing Lender or the Revolving Credit FacilityUS Issuing Lender, a security interest in all such cashas applicable, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing may agree that secure any of its cash collateral shall be held to support future anticipated L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest Fronting Exposure or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if If the relevant L/C Issuer has honored any full or partial prepayment of the amount available for drawing under any Letter or all outstanding Letters of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender is required under Section 8.1, or if Cash Collateral is required to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require be provided by the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing2.23, then the Borrower shall Cash Collateralize forthwith pay in cash the then Outstanding Amount of all L/C Obligations (amount required to be so prepaid or provided, to be held by the Administrative Agent, in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined its capacity as of the date such Cash Collateral is providedAgent, as provided in Section 8.2(b). The Borrower hereby grants to the Administrative Agent, Agent for the benefit of the L/C Issuers Issuing Lenders, the Lenders (including the Swing Line Lender) and the Revolving Credit Lenders under the Revolving Credit FacilityAdministrative Agent, and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of as security for the foregoing that secure any of its L/C Obligations and other Collateralized Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionSection 8.2(b). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent Agent, the Lenders (on behalf of including the Secured PartiesSwing Line Lender) and the Issuing Lenders as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureamount required hereunder, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent, as Agent additional funds Cash Collateral in an amount sufficient to eliminate such adverse claim or deficiency. (b) All amounts prepaid or provided pursuant to Section 8.2(a) shall be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal in its capacity as Collateral Agent, in a separate collateral account (such account, and the credit balances, properties and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing, being collectively called the “Collateral Account”) as security for, and for application to, the Swing Line Loans and the Reimbursement Obligations under any Letter of Credit then or thereafter paid by any Issuing Lender, and, with respect to other amounts prepaid as required under Section 8.1, to the excess payment of the unpaid balance of any other Loans and all other due and unpaid Obligations (acollectively, the “Collateralized Obligations”). The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent, in its capacity as Collateral Agent, for the benefit of the Issuing Lenders, the Administrative Agent, and the Lenders (including the Swing Line Lender), as pledgee hereunder. If and when requested by the Borrower, the Collateral Agent shall invest and reinvest funds held in the Collateral Account from time to time in Cash Equivalents specified from time to time by the Borrower, provided that (i) interest earned on such investments shall accumulate as part of the Cash Collateral and be retained in the Collateral Account, (ii) other than interest earned on such investments, such Cash Collateral shall not otherwise bear interest, and (iii) the Collateral Agent is irrevocably authorized to sell on market terms any investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to Collateralized Obligations due and owing from the Borrower to any Issuing Lender, the Administrative Agent, or any Lender (including the Swing Line Lender). With respect to amounts prepaid by the Borrower as required under Section 8.1, when and if (A) (i) the Borrower shall have made payment of all Collateralized Obligations then due and payable, and (ii) all relevant preference or other disgorgement periods relating to the receipt of such payments have passed, or (B) no Default or Event of Default shall be continuing, the Collateral Agent shall repay to the Borrower any remaining amounts and assets held in the Collateral Account, provided that if the Collateral Account is being released pursuant to clause (A) and any Letter of Credit then remains outstanding, the Borrower, prior to or contemporaneously with such release, shall make arrangements with respect to such outstanding Letters of Credit in the manner described in the first sentence of this Section 8.2(b). With respect to amounts provided by the Borrower pursuant to the Cash Collateralization requirements of Section 2.23, when and if the applicable Defaulting Lender’s L/C Exposure over is no longer outstanding (b) including by the total amount termination of funds, if anythe Defaulting Lender status of the applicable Lender as provided herein), then held as the Collateral Agent shall release and deliver to the Borrower (or other Person lawfully entitled thereto) such Cash Collateral that the Administrative Agent reasonably determines to be free and clear amount or applicable portion thereof (after application of any such right and claim. Upon amounts as provided in Section 2.23) upon the drawing written request 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If In addition, if the aggregate amount on deposit with the Collateral Agent representing amounts prepaid pursuant to Section 8.2(a) exceeds the Collateralized Obligations then existing, then the Collateral Agent shall release and deliver such Event excess amount to the Borrower (or other Person lawfully entitled thereto) upon the written request of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if If the relevant L/C Issuer has honored reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any full right or partial drawing remedy available to it hereunder or under law, Cash Collateralize any Letter of Credit and such drawing has resulted Issuing Bank’s Fronting Exposure in an L/C Borrowing for reasons other than accordance with the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, procedures set forth in this subsection. (ii) ifAt any time that there shall exist a Defaulting Lender that is a Revolving Lender, within 2 Business Days (or such longer period, not in excess of 10 Business Days, as may be acceptable to the applicable Issuing Bank in its sole and absolute discretion) following the written request of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or applicable Issuing Bank (with a copy to the Required LendersAdministrative Agent), as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize such Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the then Outstanding Amount of all L/C Obligations immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount equal not less than the aggregate Fronting Exposure of such Issuing Bank with respect to Letters of Credit issued and outstanding at such Outstanding Amount plus time. (iii) The Borrower, and to the extent provided by any accrued or unpaid fees thereon determined as of the date Defaulting Lender that is a Revolving Lender, such Cash Collateral is provided). The Borrower Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the L/C Issuers each Issuing Bank, and the Revolving Credit Lenders under the Revolving Credit Facilityagree to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds as security for the obligation of the foregoing Defaulting Lenders that secure any are Revolving Lenders to fund participations in respect of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlLetter of Credit ▇▇▇▇▇▇▇▇▇▇▇, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionimmediately following clause (iv). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Banks as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposure of the Issuing Banks with respect to Letters of Credit issued and outstanding at such time, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender that is a Revolving Lender). (iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Liabilities (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (v) Cash Collateral (or the appropriate portion thereof) provided to reduce an Issuing Bank’s Fronting Exposure shall no longer be required to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (y) the determination by the Administrative Agent reasonably 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 applicable Issuing Bank that there exists excess Cash Collateral; provided that, such funds subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the applicable Issuing Bank may (but shall not be obligated to) agree that Cash Collateral shall be applied, held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition Notwithstanding anything to the contrary --------------- herein or in any other provision under this Agreement requiring Cash Collateral to be providedapplication for any Letter of Credit, (ia) if after the relevant occurrence and during the continuance of a Default or (b) to the extent necessary in connection with any mandatory reduction of the Aggregate Revolving Loan Commitment pursuant to Section 2.5.11, each Borrower with outstanding L/C Issuer has honored any full -------------- Obligations shall, upon the Agent's demand or partial drawing under any Letter if earlier, at the time of the applicable mandatory reduction of the Aggregate Revolving Loan Commitment pursuant to Section 2.5.11 or mandatory prepayment or repayment of Loans -------------- pursuant to Section 2.5.3, as the case may be, deliver to the Agent for the ------------- benefit of the Lenders, cash collateral in an amount equal to the aggregate outstanding L/C Obligations of such Borrower, or in connection with a deposit made pursuant to the foregoing clause (b), such lesser amount of the outstanding ---------- L/C Obligations of such Borrower as shall satisfy the requirements of Section ------- 2.5.11 or Section 2.5.3, as applicable. Any such collateral shall be held by ------ ------------- the Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and such drawing has resulted retained by the Agent for the benefit of the Lenders as collateral security for the applicable Borrower's obligations in an respect of this Agreement and the Letters of Credit and L/C Borrowing Drafts. Such amounts shall be applied to reimburse the Agent or each Issuing Lender for reasons other than drawings or payments under or pursuant to the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter Letters of Credit Facility Expiration Dateor L/C Drafts, or if no such reimbursement is required, to payment of any other due and unpaid costs, fees, expenses and other Obligations related to the Letters of Credit, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs Drafts and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenderssuch cash collateral account, as applicablethe Agent shall determine. If no Default shall be continuing, require amounts remaining in any cash collateral account established pursuant to this Section 2.6.4 pursuant ------------- to clause (a) above which are not to be applied to reimburse the Borrower to Cash Collateralize Agent for ---------- amounts drawn under the Letters of Credit or L/C Obligations pursuant to Section 8.02(c) Drafts or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to the Administrative Agentpayment of related costs, for the benefit of the L/C Issuers fees, expenses and the Revolving Credit Lenders under the Revolving Credit Facilityother Obligations then due and payable as described above, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded returned to the Borrower. If In addition, if the conditions giving rise to a deposit of cash collateral pursuant to clause (b) ---------- above cease to exist, any amounts remaining in any cash collateral account established pursuant to this Section 2.6.4 pursuant to such Event clause (b) which are ------------- ---------- not to be applied to reimburse the Agent for amounts drawn under the Letters of Default is cured Credit or waived L/C Drafts or to the payment of related costs, fees, expenses and no other Event of Default is Obligations then occurring due and continuingpayable as described above, shall be returned to the amount applicable Borrower. Investment earnings (net of any Cash Collateral (including unpaid costs, fees, expenses and other Obligations related to the Letters of Credit, any accrued interest thereonL/C Drafts and such cash collateral account) on amounts on deposit in the cash collateral account shall be refunded for the account of the Borrower, and the Agent shall remit any such accrued earnings to the BorrowerBorrower no less frequently than quarterly.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, the event that (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) shall occur and be continuing or (gii) occurs and is continuingany Letters of Credit are outstanding on or after the tenth Business Day prior to the Maturity Date (or any LC Disbursements remain unreimbursed on or after such date), then the Borrower shall Cash Collateralize deposit with the then Outstanding Amount Administrative Agent in immediately available funds on the Business Day on which it receives notice from the Administrative Agent or Required Lenders demanding the deposit of all L/C Obligations cash collateral in the case of clause (i), or on or before the tenth Business Day prior to the Maturity Date in the case of clause (ii), an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined the Required Deposit Amount, which amount shall be held by the Administrative Agent as of the date such Cash Collateral is provided). The Borrower hereby grants cash collateral pursuant to a cash collateral agreement in form and substance satisfactory to the Administrative AgentAgent and the Issuing Bank to secure the Borrower's reimbursement obligations with respect to LC Disbursements; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in clause (h) or (i) of Article 8. Such deposit shall be held by the Administrative Agent as collateral for the benefit payment and performance of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds obligations of the foregoing that secure any of its L/C ObligationsBorrower under this Credit Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same, provided that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in direct short term obligations of, or short term obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case maturing no later than the expiry date of the Letter of Credit giving rise to the relevant LC Exposure. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Required Lenders), be applied to satisfy other obligations of the Borrower under applicable Lawthis Credit Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to reimburse the relevant L/C Issuer. To the extent not applied as aforesaid) shall be returned to the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event Borrower within three Business Days after all Events of Default has occurred and is continuing, the excess shall be refunded to the Borrowerhave been cured or waived. If such Event the Borrower is required to provide cash collateral hereunder as a result of Default is cured or waived and no other Event clause (ii) of Default is then occurring and continuingthe first sentence of this subsection, the amount of any Cash Collateral thereof (including any accrued interest thereonto the extent not applied as aforesaid) shall be refunded returned to the BorrowerBorrower when the LC Exposure is zero and all Letters of Credit shall have been returned to the Issuing Bank and shall have been cancelled.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, Upon the request of Administrative Agent if: (iA) if the relevant L/C Letter of Credit Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure Borrowing; or (B) an Event of a Revolving Credit Lender to fulfill its obligations under clause Default has occurred and is continuing; or (c)(iiC) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation Letter of Credit for any reason remains outstanding, (iii) if any Event of Default occurs outstanding and is continuing and the Administrative Agent partially or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingwholly undrawn, then the Borrower Parties shall immediately Cash Collateralize the then-outstanding amount of the Letter of Credit Liability (determined as of the date of the such Event of Default or Letter of Credit Expiration Date, as the case may be). (i) In addition, if Administrative Agent notifies the Borrower Parties at any time that the outstanding amount of the Letter of Credit Liability at such time exceeds 100% of the Letter of Credit Sublimit then in effect, then the Credit Parties shall Cash Collateralize the then Outstanding Amount Letter of all L/C Obligations (Credit Liability in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as the amount by which the outstanding amount of the date Letter of Credit Liability exceeds the Letter of Credit Sublimit: (A) promptly upon receipt of such Cash Collateral is providednotice (but in no event later than two (2) Business Days thereafter). The Borrower hereby grants , with proceeds from a Borrowing hereunder, up to the Available Loan Amount at such time; and (B) within fifteen (15) Business Days of receipt of such notice to the extent that it is necessary for the Credit Parties to issue Call Notices to fund such required payment (after giving effect to the preceding clause (A)) (and the Credit Parties shall issue such Call Notices during such time, and shall prepay such Loans or Cash Collateralize the Letter of Credit Liability, or both, immediately after the Capital Contributions relating to such Call Notices are received). (ii) Sections 2.1(d)(ii) and 3.6 set forth certain additional requirements to deliver cash collateral hereunder. For purposes of this Section 2.5, and such other Sections, “Cash Collateralize” means to pledge and deposit with or deliver to Administrative Agent, for the benefit of the L/C Issuers Letter of Credit Issuer and the Revolving Lenders, as collateral for the Letter of Credit Lenders under Liability, cash or deposit account balances in Dollars pursuant to documentation in form and substance satisfactory to Administrative Agent and the Revolving Letter of Credit FacilityIssuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each Borrower Party hereby grants to Administrative Agent, for the benefit of the Letter of Credit Issuer and the Lenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrowerforegoing. Cash Collateral shall be maintained in blocked, interest bearing deposit accounts satisfactory at Bank of America (provided that: (x) any interest accrued on any such deposit account shall be payable to Borrower only upon the full and final payment of the Obligations; and (y) upon the occurrence of an Event of Default, any such interest accrued to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may date thereof shall be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, applied as additional funds compensation to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the BorrowerLenders).

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) ifIf, as of the Letter of Credit Facility Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, (iiiii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize cash collateralize the L/C Obligations Letter of Credit Outstandings pursuant to Section 8.02(c) 10 or (iviii) an Event of Default set forth under Section 8.01(f) or (g) 10A.05 occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount cash collateralize all Letter of all L/C Obligations Credit Outstandings (in an amount equal to such the Outstanding Amount plus any accrued or unpaid fees thereon determined as thereof), and shall do so not later than 2:00 p.m., New York City time, on (x) in the case of the date immediately preceding clauses (i) through (iii), (1) the Business Day that the Borrower receives notice thereof, if such Cash Collateral notice is providedreceived on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) above does not apply, the Business Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause (iii), the Business Day on which an Event of Default set forth under Section 10A.05 occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “cash collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant Issuing Lender and the Lenders with Revolving Loan Commitments, as collateral for the Letter of Credit Outstandings, cash or deposit account balances (“cash collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Lender (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Issuing Lenders and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrowerforegoing. Cash Collateral collateral shall be maintained in blocked accounts satisfactory to the Administrative Agent, in the name of at the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionEquivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral cash collateral are expressly subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured PartiesCreditors) or that the total amount of such funds is less than the L/C Exposureaggregate Letter of Credit Outstandings, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by at the Administrative AgentAgent as aforesaid, an amount equal to the excess of (a) such L/C Exposure aggregate Letter of Credit Outstandings over (b) the total amount of funds, if any, then held as Cash Collateral cash collateral that the Administrative Agent reasonably 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 Collateralcash collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C IssuerIssuing Lender. To the extent the amount of any Cash Collateral cash collateral exceeds the L/C Exposure plus costs incidental thereto then aggregate amount of Letter of Credit Outstandings and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such To the extent any Event of Default giving rise to the requirement to cash collateralize any Letter of Credit pursuant to this Section 2.01(g) is cured or otherwise waived and by the Required Lenders, then so long as no other Event of Default has occurred and is then occurring and continuing, the amount all cash collateral pledged to cash collateralize such Letter of any Cash Collateral (including any accrued interest thereon) Credit shall be refunded to the Borrower.

Cash Collateral. In addition to At any other provision under this Agreement requiring Cash Collateral to be providedtime that there shall exist a Defaulting Lender, within one (i1) if Business Day following the relevant L/C Issuer has honored any full or partial drawing under any Letter written request of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower LC Issuer (with a copy to Cash Collateralize the L/C Obligations pursuant to Section 8.02(cAdministrative Agent) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower Borrowers shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in an amount equal sufficient to such Outstanding Amount plus cover the applicable Fronting Exposure (after giving effect to Section 4.2(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). The Borrower Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers LC Issuer, and the Revolving Credit Lenders under the Revolving Credit Facilityagrees to maintain, a perfected first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit Defaulting Lenders’ obligation to fund participations in respect of the Borrower. Cash Collateral shall LC Obligations, to be maintained in accounts satisfactory to the Administrative Agent, applied in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionmanner set forth below. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) and LC Issuer as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C applicable Fronting Exposure, the Borrower Borrowers will, forthwith upon demand ON DEMAND by the Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). Notwithstanding anything to the Administrative Agentcontrary contained in this Agreement, Cash Collateral provided under this Section 4.6 or Section 4.2 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of LC Obligations (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such Property as may otherwise be provided for herein. Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuer’s Fronting Exposure shall no longer be required to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that pursuant to this Section 4.6 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by Administrative Agent reasonably 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 LC Issuer that there exists excess Cash Collateral; provided, such funds shall be appliedhowever, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any (x) that Cash Collateral exceeds furnished by or on behalf of a Credit Party shall not be released during the L/C Exposure plus costs incidental thereto and so long as no other continuance of a Default or Event of Default has occurred (and is continuing, the excess following application as provided in this Section 4.6 may be otherwise applied in accordance with Section 5.5) but shall be refunded to released upon the Borrower. If waiver or cure of such Default or Event of Default is cured or waived in accordance with the terms of this Agreement, and no other Event of Default is then occurring and continuing, (y) the amount of any Person providing Cash Collateral (including any accrued interest thereon) and LC Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be refunded released but instead held to the Borrowersupport future anticipated Fronting Exposure or other Obligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be providedUpon the request of the Paying Agent, (i) if the relevant L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstandingoutstanding and partially or wholly undrawn, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date of such Cash Collateral is providedL/C Borrowing or the Letter of Credit Expiration Date, as the case may be). The Borrower hereby grants For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Paying Agent, for the benefit of the L/C Issuers Issuer and the Revolving Credit Lenders under Lenders, as collateral for the Revolving Credit FacilityL/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Paying Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Paying Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrowerforegoing. Cash Collateral collateral shall be maintained in blocked, non-interest bearing deposit accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionKeyBank. If at any time the Administrative Paying Agent determines that any funds held as Cash Collateral cash collateral are subject to any right or claim of any Person other than the Administrative Paying Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C ExposureObligations, the Borrower will, forthwith upon demand by the Administrative Paying Agent, pay to the Administrative Paying Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agentat KeyBank as aforesaid, an amount equal to the excess of (a) such L/C Exposure aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral cash collateral that the Administrative Paying Agent reasonably 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 Collateralcash collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition (a) Subject to any other provision under this Agreement requiring Cash Collateral to be providedthe Post-Petition Intercreditor Arrangements, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration DateDeadline, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing outstanding and the Administrative Agent L/C Issuer is not at such time satisfied that a “back-to-back” letter of credit as described in part (ii) of the proviso to the definition of Letter of Credit Expiration Date has been or the Required Revolving Credit Lenders or the Required Lendersis being delivered, as applicable, require the Borrower to shall, in each case, immediately Cash Collateralize 105% of the then Outstanding Amount of that portion of the L/C Obligations pursuant composed of the aggregate undrawn amount of Letters of Credit. In addition, but subject to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and the Post-Petition Intercreditor Arrangement, if at any time there is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all a Defaulting L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to the Administrative Agent, for the benefit of Lender and the L/C Issuers and Issuer has any amount of fronting risk with respect to any outstanding Letter of Credit, the Revolving Credit Lenders under the Revolving Credit FacilityBorrower shall, a security interest in all promptly upon demand by such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlIssuer, including the exclusive right of withdrawal, over deliver to such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. L/C Issuer additional Cash Collateral shall be maintained in accounts satisfactory an amount sufficient to reduce the risk to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionL/C Issuer from such Defaulting L/C Lender to zero. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any prior right or claim of any Person other than the Administrative Agent as herein provided, such Cash Collateral shall be deemed not to have been delivered as required hereby, and the Borrower shall deliver additional Cash Collateral to meet the requirements hereof. (on behalf of the Secured Partiesb) Sections 2.03, 2.05, 2.16 and 8.02 set forth certain additional requirements or that the total amount of such funds is less than options to deliver Cash Collateral hereunder. (c) All Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at the L/C ExposureIssuer of the Letters of Credit being Cash Collateralized. The Borrower hereby grants to, and subjects to the control of, the Borrower willL/C Issuer, forthwith upon demand by for the benefit of the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto Issuer and the L/C Lenders, a security interest in all such Cash, deposit accounts and all balances therein, and all other property so long provided as no other Event collateral pursuant hereto, and in all proceeds of Default has occurred and is continuing, the excess shall be refunded foregoing. (d) Subject to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuingPost-Petition Intercreditor Arrangement, the amount of any Cash Collateral provided under any of this Section 2.14 or Sections 2.03, 2.05, or 8.02 in respect of Letters of Credit shall secure and be held and applied to the satisfaction of the specific L/C Obligations or obligations to fund participations therein (including any interest accrued interest thereonon such obligation) shall for which the Cash Collateral or other credit support was so provided, prior to any other application of such property as may be refunded to the Borrowerprovided for herein.

Cash Collateral. In addition to Except as otherwise provided herein, if any other provision under this Agreement requiring Cash Collateral to be providedLC Obligations, (i) if the relevant L/C Issuer has honored any full whether or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) abovenot then due or payable, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation shall for any reason remains outstanding, be outstanding at any time (iiia) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) that an Event of Default set forth under Section 8.01(f) or (g) occurs has occurred and is continuing, (b) that any Overadvance exists, (c) after the Maturity Date for the Revolving Facility, or (d) the LC Expiration Date shall have occurred, then the Borrower shall shall, at the Issuing Banks’ or the Administrative Agent’s request, provide Cash Collateralize the then Outstanding Amount of all L/C Obligations (Collateral in an amount equal to such 105% of the Outstanding Amount plus any accrued or unpaid fees thereon determined as of all LC Obligations (or, in the date such Cash Collateral is providedcase of clause (b) above, 100% the Stated Amount of all outstanding Letters of Credit). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, Agent a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds in respect of any LC Obligations, whether pursuant to this Section 2.05(c) or otherwise pursuant to this Agreement. Cash Collateral held in respect of any LC Obligations pursuant to this Agreement shall be maintained in blocked, non-interest bearing deposit accounts at W▇▇▇▇ Fargo, except that Cash Collateral may be invested in Permitted Investments at the request of the foregoing that secure any Borrower and at the option and in the sole discretion of its L/C Obligations. The the Administrative Agent shall have exclusive dominion (and control, including at the exclusive right of withdrawal, over such account. Interest Borrower’s risk and expense); interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionaccount. If at any time the Administrative Agent determines that any funds held as Cash Collateral in respect to LC Obligations pursuant to this Agreement are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposureminimum required amount required to be maintained as Cash Collateral pursuant to this Agreement, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agentas Cash Collateral, an amount equal to the excess of (ax) such L/C Exposure minimum required amount over (by) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 LawApplicable Laws, to reimburse the relevant L/C Issuer. To applicable Issuing Bank and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations in accordance with the amount terms of this Agreement. If the Borrower fails to provide any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingrequired under this Agreement, the excess Administrative Agent may (and shall be refunded to the Borrower. If such Event upon direction of Default is cured or waived and no other Event of Default is then occurring and continuingRequired Revolving Lenders) advance, as Revolving Loans, the amount of any the Cash Collateral required (including any accrued interest thereon) whether or not the Revolving Commitments have terminated, an Overadvance exists or the conditions in Section 4.02 are satisfied), the proceeds of which shall be refunded to held as Cash Collateral for the Borroweroutstanding LC Obligations.

Cash Collateral. In addition (i) With respect to the prepayment of unmatured Bankers’ Acceptances it is agreed that the Company or other applicable Borrower shall provide for the funding in full of the unmatured Bankers’ Acceptances to be prepaid by paying to and depositing with the Canadian Facility Agent Tranche 2 Cash Collateral for each such unmatured Bankers’ Acceptances equal to the face amount payable at maturity thereof. Section 8.02(d) sets forth certain additional requirements to deliver Tranche 2 Cash Collateral hereunder in respect of Bankers’ Acceptances. Such Tranche 2 Cash Collateral shall be applied to satisfy the obligations of the applicable Borrower for such Bankers’ Acceptances as they mature, and the Canadian Facility Agent is hereby irrevocably directed by the Company and each applicable Borrower to apply any other provision under this Agreement requiring such Tranche 2 Cash Collateral to such maturing Bankers’ Acceptances. Any such Tranche 2 Cash Collateral created herein shall not be released to the Company or applicable Borrower without the consent of the Tranche 2 Lenders; provided, (ihowever, that interest on such deposited amounts shall be for the account of the Company or applicable Borrower and may be withdrawn by the Company or applicable Borrower so long as no Default exists. If, after maturity of the Bankers’ Acceptances for which such Tranche 2 Cash Collateral is held and application by the Canadian Facility Agent of such Tranche 2 Cash Collateral to satisfy the obligations of the applicable Borrower(s) if hereunder with respect to all Bankers’ Acceptances prepaid prior to maturity, any interest or other proceeds of such Tranche 2 Collateral remains, such interest or other proceeds shall be promptly paid and transferred by the relevant L/C Issuer has honored any full Canadian Facility Agent to the Company or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveapplicable Borrower, so long as no Default exists. (ii) ifIf the Canadian Facility Agent notifies the Company at any time that Total Tranche 2 Outstandings at any time exceed the Aggregate Tranche 2 Commitments then in effect as a result of exchange rate fluctuations, then, within two Business Days after receipt of such notice, the applicable Borrowers shall prepay Canadian Prime Rate Loans and/or Canadian Swing Line Loans and/or the Company or applicable Borrower(s) shall provide Tranche 2 Cash Collateral for the Tranche 2 Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Letter Aggregate Tranche 2 Commitments then in effect. The Canadian Facility Agent may, at any time and from time to time after the initial deposit of Credit such Tranche 2 Cash Collateral, request that additional Tranche 2 Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. If after repayment of the Tranche 2 Loans for which such funds are held and application by the Canadian Facility Expiration DateAgent of such Tranche 2 Cash Collateral to satisfy all Obligations of the Borrowers hereunder to the Canadian Facility Agent and the Tranche 2 Lenders with respect to which Tranche 2 Cash Collateral is being held, any L/C Obligation for any reason remains outstandingexcess remains, such excess shall be promptly paid by the Canadian Facility Agent to the Company or other applicable Borrower, so long as no Default then exists. (iii) if any Event of Default occurs As used herein, “Tranche 2 Cash Collateral” means cash or deposit account balances pledged and is continuing and the Administrative Agent deposited with or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants delivered to the Administrative Canadian Facility Agent, for the benefit of the L/C Issuers Tranche 2 Lenders, by the Company or other applicable Borrower as collateral for the Tranche 2 Loans and Canadian Swing Line Loans, pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Revolving Credit Lenders under Canadian Facility Agent (which documents are hereby consented to by the Revolving Credit FacilityTranche 2 Lenders). The Company, or other applicable Borrower providing such Tranche 2 Cash Collateral hereby grants to the Canadian Facility Agent, for the benefit of the Tranche 2 Lenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligationsforegoing. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Tranche 2 Cash Collateral pursuant to this Section 2.05(p) shall be maintained in blocked deposit accounts satisfactory to at the Administrative Canadian Facility Agent, in bearing interest at rates prevailing at the name time of deposit for the account of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right Company or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Borrower shall, in each case, promptly deliver to the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower Cash Collateral in an amount sufficient to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event cover 103% of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, promptly upon the request of the Administrative Agent or the applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to cover 103% of all Fronting Exposure of such Outstanding Amount plus Defaulting Lender after giving effect to Section 2.17(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by such Defaulting Lender. (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked deposit accounts at the Administrative Agent or the Collateral Agent (or other financial institution selected by any of them). The Borrower hereby grants Borrower, and to the extent provided by any Lender, such Lender, hereby grant to (and subject to the control of) the Administrative Agent and the Collateral Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower willand the relevant Defaulting Lender shall, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Section 2.03, 2.05, 2.06, 2.17, 8.02 or 8.04 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure (after giving effect to such release) or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Section 8.01(a), (f) or (g) or an amount equal to Event of Default (and following application as provided in this Section2.16 may be otherwise applied in accordance with Section 8.04) and (y) the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of funds, if any, then held as Issuer may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Borrower shall, in each case, promptly deliver to the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower Cash Collateral in an amount sufficient to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event cover 103% of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, promptly upon the request of the Administrative Agent or the applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to cover 103% of all Fronting Exposure of such Outstanding Amount plus Defaulting Lender after giving effect to Section 2.17(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by such Defaulting Lender. (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked deposit accounts at the Administrative Agent or the Collateral Agent (or other financial institution selected by any of them). The Borrower hereby grants Borrower, and to the extent provided by any Lender, such Lender, hereby grant to (and subject to the control of) the Administrative Agent and the Collateral Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower willand the relevant Defaulting Lender shall, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Section 2.03, 2.05, 2.06, 2.17, 8.02 or 8.04 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure (after giving effect to such release) or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Section 8.01(a), (f) or (g) or an amount equal to Event of Default (and following application as provided in this Section 2.16 may be otherwise applied in accordance with Section 8.04) and (y) the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of funds, if any, then held as Issuer may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required LendersBorrowers shall, as applicablein each case, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to cover (i) 103% of all Fronting Exposure of such Outstanding Amount plus Defaulting Lender after giving effect to Section 2.17(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided)provided by such Defaulting Lender. (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent or the Collateral Agent. The Borrower Borrowers, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent and the Collateral Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers Issuer and the Revolving Credit Lenders under (including the Revolving Credit FacilitySwing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower willBorrowers and the relevant Defaulting Lender shall, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Sections 2.03, 2.04, 2.05, 2.06, 2.17, 8.02 or 8.04 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure (after giving effect to such release) or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, an amount equal to the excess of however, (ax) such L/C Exposure over (b) the total amount of funds, if any, then held as that Cash Collateral that furnished by or on behalf of a Loan Party shall not be released during the Administrative Agent reasonably determines to be free and clear continuance of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collaterala Default under Sections 8.01(a), such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other (f) or (g) or an Event of Default has occurred (and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.following application as provided in this

Cash Collateral. In addition If Ca▇▇▇▇▇▇▇ ▇s required pursuant to any other provision under the terms of this Agreement requiring to Cash Collateral to be providedCollateralize any LC Obligations, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted Ca▇▇▇▇▇▇▇ ▇hall deposit in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and account with the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount in cash equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as 100% of the date Dollar Amount such Cash Collateral is provided)LC Obligations. The Borrower hereby grants to Such deposit shall be held by the Administrative Agent, Agent as collateral for the benefit payment and performance of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C LC Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Administrative Agent will, at the request of Ca▇▇▇▇▇▇▇, invest amounts deposited in such account in Cash Equivalents; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Administrative Agent and (iii) if an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Administrative Agent. Ca▇▇▇▇▇▇▇ ▇hall indemnify the Administrative Agent for any losses relating to such investments in Cash Equivalents. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Lender immediately for drawings under Letters of Credit and, if the benefit maturity of the BorrowerLoans has been accelerated, to satisfy the LC Obligations. Cash Collateral If Ca▇▇▇▇▇▇▇ ▇s required to provide an amount of cash collateral hereunder as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be maintained in accounts satisfactory returned to Ca▇▇▇▇▇▇▇ ▇ithin three Business Days after all Events of Default have been cured or waived. Ca▇▇▇▇▇▇▇ ▇ereby pledges and assigns to the Administrative Agent, in the name of the Administrative Agent for its benefit and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C ExposureCreditors, the Borrower will, forthwith upon demand by cash collateral account established hereunder (and all monies and investments held therein) to secure the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the BorrowerObligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c8.02(a)(iii) or (ivii) an Event of Default set forth under Section 8.01(f) (with respect to the Borrower) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances in the relevant currencies in an amount equal to the L/C Exposure (determined as of the date of such Event of Default) (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligationsforegoing. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borroweraccount. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably 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 Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring #94164975v6 Exhibit 10.14 and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.. #94164975v6 Exhibit 10.14

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if If the relevant L/C Issuer has honored reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any full right or partial drawing remedy available to it hereunder or under any Letter of Credit and such drawing has resulted law, Cash Collateralize each Issuing Bank’s Fronting Exposure in an L/C Borrowing for reasons other than accordance with the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, procedures set forth in this subsection. ​ (ii) ifAt any time that there shall exist a Defaulting Lender that is a Revolving Lender, as within 2 Business Days following the written request of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or an Issuing Bank (with a copy to the Required Revolving Credit Lenders or the Required LendersAdministrative Agent), as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize such Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the then Outstanding Amount of all L/C Obligations immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount equal not less than the aggregate Fronting Exposure of such Issuing Bank with respect to Letters of Credit issued by such Outstanding Amount plus Issuing Bank and outstanding at such time. (iii) The Borrower, and to the extent provided by any accrued or unpaid fees thereon determined as of the date Defaulting Lender that is a Revolving Lender, such Cash Collateral is provided). The Borrower Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the L/C Issuers Issuing Banks, and the Revolving Credit Lenders under the Revolving Credit Facilityagree to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit obligation of the Borrower. Cash Collateral shall Defaulting Lenders’ that are Revolving Lenders to fund participations in respect of Letter of Credit Liabilities, to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionimmediately following clause (iv). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Banks as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposure of the Issuing Banks with respect to Letters of Credit issued and outstanding at such time, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender that is a Revolving Lender). (iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the obligation of a Defaulting Lender that is a Revolving Lender to fund participations in respect of Letter of Credit Liabilities (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (v) Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Banks’ Fronting Exposures shall no longer be required to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (y) the determination by the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter Issuing Banks with Letters of Credit for which funds are on deposit as still outstanding that there exists excess Cash Collateral; provided that, such funds subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the Issuing Banks may (but shall not be obligated to) agree that Cash Collateral shall be applied, held to support future anticipated Fronting Exposure or other obligations and to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower Representative receives notice from the Administrative Agent or the Required Revolving Credit Lenders or demanding the Required Lendersdeposit of cash collateral pursuant to this paragraph, as applicable, require the Borrower Borrowers shall Cash Collateralize all Letters of Credit; provided that the obligation to Cash Collateralize all Letters of Credit shall become effective immediately, without demand or other notice of any kind, upon the L/C Obligations pursuant to Section 8.02(c) or (iv) an occurrence of any Event of Default set forth under Section 8.01(fwith respect to any Borrower described in clause (e) or (g) occurs and is continuingof Article VII. For the purposes of this Agreement, then “Cash Collateralize” shall mean, with respect to any Letter of Credit, the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit in U.S. Dollars in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers and Lenders (the Revolving Credit Lenders under the Revolving Credit Facility“LC Collateral Account”), a security interest an amount in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds cash equal to 105% of the foregoing that secure any amount of its L/C the LC Exposure in respect of such Letter of Credit issued and outstanding on such date plus accrued and unpaid interest thereon. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such accountdeposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of LC Collateral Account. Moneys in the Borrower. Cash LC Collateral Account shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted under applicable Lawnot so applied, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to held for the Borrower. If such Event satisfaction of Default is cured or waived and no other Event the reimbursement obligations of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to Borrowers for the Borrower.LC Exposure at such