Common use of Cash Collateral Clause in Contracts

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuer.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If Borrower is required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of Obligations pursuant to the Letter of Credit Expiration Agreement prior to the Commitment Termination Date, any L/C Obligation Borrower will pay to Agent for any reason remains outstanding, the Borrowers shall, in each case, immediately ratable benefit of itself and Lenders cash or cash equivalents acceptable to Agent ("Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents") in an amount equal to 103% one hundred five percent (105%) of such L/C Obligations the maximum amount then available to be drawn under each applicable Letter of Credit outstanding for the benefit of Borrower. Such funds or otherwise in an amount and/or Cash Equivalents shall be held by Agent in a manner cash collateral account (the "Cash Collateral Account") maintained at a bank or financial institution reasonably acceptable to the applicable L/C IssuerAgent. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver The Cash Collateral hereunder. Derivatives Account shall be in the name of such term have corresponding meanings. Each Borrower hereby grants and shall be pledged to, and subject to the Administrative control of, Agent, for the benefit of such L/C Issuer Agent and the Lenders, in a manner reasonably satisfactory to Agent. Borrower hereby pledges and grants to Agent, on behalf of itself and Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral The Agreement, including this Annex B, shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Borrower shall either (A) provide cash collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) deliver a stand-by letter (or letters) of credit in guaranty of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor and duration (plus 30 additional days) as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to one hundred five percent (105%) of the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 and shall be issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to Agent in its sole discretion. So long as no Event of Default is then in existence, as the aggregate maximum amount available to be drawn under such Letters of Credit is reduced, Agent shall, upon request of Borrower, deliver to Borrower or permit Borrower to withdraw from the Cash Collateral Account such amount as shall cause the cash collateral not to exceed 105% of the maximum amount then available to be drawn under such Letters of Credit. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Account by Borrower, whether before or after the Commitment Termination Date, Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Agent may elect, as shall be appliedor shall become due and payable by Borrower to Agent and Lenders with respect to such Letter of Credit Obligations of Borrower and, upon the satisfaction in full of all Letter of Credit Obligations of Borrower, to any other Obligations then due and payable. (iv) Except as provided in clause (ii) above, neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the extent permitted under applicable Lawsfunds 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 reimburse Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such L/C IssuerObligations, any remaining amount shall be paid to Borrower or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be for the account of Agent.

Cash Collateral. (i) Upon the occurrence and during the continuance of any Event of Default, at the request of the Administrative AgentAgent or the Required Banks, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit 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 Banks 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, the Borrowers shall, in each case, Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Obligations Letter of Credit Expiration Date (or otherwise such later date as may be agreed by the Banks in an amount and/or in a manner reasonably acceptable accordance with Section 2.01(c)(i)), as the case may be). (ii) The Borrower, and to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of extent provided by any Bank, such term have corresponding meanings. Each Borrower Bank hereby grants to the Administrative Agent, for the benefit of such L/C Issuer each Issuing Bank and the LendersBanks, a security interest in all such cash, deposit accounts, securities accounts and all balances therein held in the Cash Collateral Account and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. If at any time the The Administrative Agent determines that any funds held as Cash Collateral are subject to any shall have exclusive dominion and control, including the exclusive right or claim of any Person other than the Administrative Agent and Liens arising by operation of Law that the total amount of withdrawal, over such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claimaccount. 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 LawsApplicable Law, to reimburse such each Issuing Bank and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the L/C IssuerObligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Banks with L/C Obligations representing at least 51% of the total L/C Obligations), be applied to satisfy other obligations of the Borrower under this Agreement. (iii) The Administrative Agent shall invest for the account of the Borrower the funds from time to time held by it in the Cash Collateral Account in such overnight U.S. treasury or similar short-term instruments as are selected by the Borrower and approved by the Administrative Agent, and shall maintain records adequate to determine the interest from time to time earned on such funds. The Administrative Agent shall have no responsibility for any loss on any investments made by it with respect to the funds in such Cash Collateral Account.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any 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 BorrowingBorrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers Borrower shall, in each casewithin three Business Days, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise the Letter of Credit Expiration Date, as the case may be) or, in an amount and/or the case of clause (ii), provide a back-to-back letter of credit in a manner reasonably acceptable face amount at least equal to the applicable then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably satisfactory to the relevant L/C Issuer. Sections 2.04 For purposes hereof, “Cash Collateralize” means to pledge and 9.02(cdeposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) set forth certain additional requirements pursuant to deliver Cash Collateral hereunderdocumentation 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. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaa Cash Collateral Account. 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 rights or claims of the Administrative Agent and Liens arising by operation of Law law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as and held in the Cash CollateralCollateral Account, an amount equal to the excess of (xA) such aggregate Outstanding Amount over (yB) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable LawsLaw, to reimburse such the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the aggregate Outstanding Amount of all L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, If (A) there shall exist a Defaulting Lender or (iiB) if, as of the Letter of Credit Expiration Maturity Date, any L/C Obligation for any reason remains outstanding, the Borrowers shallCompany shall within one Business Day following any request by the Administrative Agent or any Issuing Lender, provide Cash Collateral in each casean amount not less than the applicable Minimum Collateral Amount (determined after giving effect to Section 2.18(a)(iv) and any Cash Collateral provided by the Defaulting Lender). Additionally, immediately Cash Collateralize if the then Outstanding Amount Administrative Agent notifies the Company at any time that the outstanding amount of all L/C Obligations at such time exceeds 105% of the L/C Commitment then in effect, then within two Business Days after receipt of such notice, the Company shall provide Cash Collateral for the outstanding amount of the L/C Obligations in an amount equal to 103% not less than the amount by which the outstanding amount of such all L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to exceeds the applicable L/C Issuer. Sections 2.04 Commitment. (ii) The Company, and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of the extent provided by any Defaulting Lender, such term have corresponding meanings. Each Borrower Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of such L/C Issuer the Administrative Agent, the Issuing Lenders and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. , all as security for the obligations to which such Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of America. If applied pursuant to clause (iii) below 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 and Liens arising by operation of Law or the Issuing Lenders as herein provided, or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount of all L/C ObligationsMinimum Collateral Amount, the Borrowers 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. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in at Bank of America. The Company shall pay on demand therefor from time to time all customary account opening, as additional funds to be deposited as activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral, an amount equal . (iii) Notwithstanding anything to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of fundscontrary contained in this Agreement, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear provided under any 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 this Section 2.21(c) shall be applied, held and applied to the extent permitted under applicable Laws, to reimburse such satisfaction of the specific L/C IssuerObligations, 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. (iv) Cash Collateral (or the appropriate portion thereof) shall be released promptly following the termination of Defaulting Lender status of the applicable Defaulting Lender.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If the Borrowers are required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of Obligations pursuant to this Agreement prior to the Letter of Credit Expiration Maturity Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately will pay to Administrative Agent for the ratable benefit of itself and Lenders cash or cash equivalents acceptable to Administrative Agent (“Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents”) in an amount equal to 103105% of such L/C Obligations the maximum amount then available to be drawn under each applicable Letter of Credit outstanding. Such funds or otherwise in an amount and/or Cash Equivalents shall be held by Administrative Agent in a manner reasonably cash collateral account (the “Cash Collateral Account”) maintained at a bank or financial institution acceptable to the applicable L/C IssuerAdministrative Agent. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver The Cash Collateral hereunder. Derivatives Account shall be in the name of such term have corresponding meanings. Each Administrative Borrower hereby grants and shall be pledged to, and subject to the control of, Administrative Agent, for the benefit of such L/C Issuer Administrative Agent and Lenders, in a manner satisfactory to Administrative Agent. Borrowers hereby pledge and grant to Administrative Agent, on behalf of itself and the Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral This Agreement, including, without limitation, this Section 2.06, shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Maturity Date, Borrowers shall either (a) provide cash collateral therefore in the manner described above, (b) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (c) deliver a stand-by letter (or letters) of credit in guarantee of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor and duration (plus thirty (30) additional days) as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to 105% of the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 and shall be issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to Administrative Agent in its sole discretion. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Account by the Borrowers, whether before or after the Maturity Date, Administrative Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Administrative Agent may elect, as shall be appliedor shall become due and payable by the Borrowers to Administrative Agent and Lenders with respect to such Letter of Credit Obligations of the Borrowers and, upon the satisfaction in full of all Letter of Credit Obligations of the Borrowers, to any other Obligations then due and payable. (iv) Neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the extent permitted under applicable Lawsfunds 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 the Borrowers to reimburse Administrative Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such L/C IssuerObligations any remaining amount shall be paid to the Borrowers or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be held as additional Collateral for the Obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C BorrowingBorrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers relevant Borrower shall, in each casewithin three Business Days, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise the Letter of Credit Expiration Date, as the case may be) or, in an amount and/or the case of clause (ii), provide a back-to-back letter of credit in a manner reasonably acceptable face amount at least equal to the applicable then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably satisfactory to the L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Unless at the option of the Company, Cash Collateral hereunderwas deposited in the foreign currency in which the applicable Letter of Credit was issued, the Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaa Cash Collateral Account. 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 rights or claims of the Administrative Agent and Liens arising by operation of Law law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as and held in the Cash CollateralCollateral Account, an amount equal to the excess of (xa) such aggregate Outstanding Amount over (yb) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable LawsLaw, to reimburse such the L/C Issuer. To the extent the amount of any Cash Collateral exceeds the aggregate Outstanding Amount of all L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrowers.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) ifIf, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C IssuerObligations. Sections 2.04 2.04, 2.05(c) and 9.02(c8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives For purposes of such term have corresponding meaningsthis Section 2.03, Section 2.04, Section 2.05(c) and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Lender, for the benefit of the Credit Parties, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to one hundred and three (103%) of the Outstanding Amount of all L/C Obligations, pursuant to documentation in form and substance satisfactory to the Lender and the L/C Issuer. Each The Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, Lender a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingforegoing to secure all Obligations. Cash Collateral Such cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of AmericaAmerica under the sole and exclusive dominion and control of the Lender. If at any time the Administrative Agent Lender determines that any funds held as Cash Collateral cash collateral are subject to any right or claim of any Person other than the Administrative Agent and Liens arising by operation of Law Lender or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Borrower will, forthwith upon demand by the Administrative AgentLender, pay to the Administrative AgentLender, as additional funds to be deposited as Cash Collateralcash collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral cash collateral that the Administrative Agent Lender 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 appliedapplied to reimburse the L/C Issuer and, to the extent permitted under applicable Lawsnot so applied, shall thereafter be applied to reimburse satisfy other Obligations, as and to the extent such L/C Issuerother Obligations shall then be due and payable.

Cash Collateral. (a) Upon the request of the Administrative Agent, Agent or the applicable L/C Issuer (i) if any the 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, Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Borrower shall, in each case, immediately promptly deliver to the Administrative Agent Cash Collateralize Collateral in an amount sufficient to cover 103% of the then Outstanding Amount of all L/C Obligations in an amount equal to 103% Obligations. At any time that there shall exist a Defaulting Lender, promptly upon the request of such L/C Obligations the Administrative Agent or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements , the Borrower shall deliver to deliver the Administrative Agent Cash Collateral hereunder. Derivatives in an amount sufficient to cover 103% of all Fronting Exposure of such term have corresponding meaningsDefaulting Lender after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by such Defaulting Lender. (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing trust accounts at the Administrative Agent or the Collateral Agent (or other financial institution selected by any of them). Each Borrower The Borrower, 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 such the Administrative Agent, the applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. , all as security for the obligations to which such Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied pursuant to Section 2.16(c). If at any time the Administrative Agent or the Blackstone Credit Representative determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent and Liens arising by operation of Law as herein provided or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount of all L/C Obligationsapplicable Fronting Exposure and other obligations secured thereby, the Borrowers willBorrower 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, 2.05, 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 provided for herein. (d) 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 (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, (x) such aggregate Outstanding Amount over that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of an Event of Default under Sections 8.01(a), (f) or (g) (and following application as provided in this Section 2.16 may be otherwise applied in accordance with Section 8.04) and (y) the total amount of funds, if any, then held as Person providing Cash Collateral that and the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C IssuerIssuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Company shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C IssuerObligations. Sections Section 2.04 and 9.02(c) Section 8.02 set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.04 and Section 8.02, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each Borrower The Company hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Company will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the L/C Issuer.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any 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 BorrowingBorrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers relevant Borrower shall, in each casewithin three Business Days, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise the Letter of Credit Expiration Date, as the case may be) or, in an amount and/or the case of clause (ii), provide a back-to-back letter of credit in a manner reasonably acceptable face amount at least equal to the applicable then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably satisfactory to the relevant L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Unless at the option of the Company, Cash Collateral hereunderwas deposited in the foreign currency in which the applicable Letter of Credit was issued, the Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. 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 Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“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. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaa Cash Collateral Account. 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 rights or claims of the Administrative Agent and Liens arising by operation of Law law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as and held in the Cash CollateralCollateral Account, an amount equal to the excess of (xa) such aggregate Outstanding Amount over (yb) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable LawsLaw, to reimburse such the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the aggregate Outstanding Amount of all L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrowers.

Cash Collateral. (a) Upon the request of the Administrative Agent, Agent or the applicable L/C Issuer under any Revolving Tranche (i) if any the applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit issued under such Tranche and such drawing has resulted in an L/C Borrowing, Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstandingoutstanding under such Tranche, the Borrowers Borrower shall, in each case, immediately promptly deliver to the Administrative Agent Cash Collateralize Collateral in an amount sufficient to cover 103% of the then Outstanding Amount of all L/C Obligations in an amount equal to 103% Obligations. At any time that there shall exist a Defaulting Lender, promptly upon the request of such L/C Obligations the Administrative Agent or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements , the Borrower shall deliver to deliver the Administrative Agent Cash Collateral hereunder. Derivatives in an amount sufficient to cover 103% of all Fronting Exposure of such term have corresponding meaningsDefaulting Lender after giving effect to Section 2.17(a)(iv) and any Cash Collateral 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 (or other financial institution selected by any of them). Each Borrower The Borrower, 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 such the Administrative Agent, the applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. , all as security for the obligations to which such Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied 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 and Liens arising by operation of Law as herein provided or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount of all L/C Obligationsapplicable Fronting Exposure and other obligations secured thereby, the Borrowers willBorrower 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, 2.05, 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 provided for herein. (d) 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 (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, (x) such aggregate Outstanding Amount over 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 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 total amount of funds, if any, then held as Person providing Cash Collateral that and the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C IssuerIssuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) ifIf, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103105% of such the Outstanding Amount of all L/C Obligations or otherwise Obligations, pursuant to documentation in an amount and/or in a manner reasonably acceptable form and substance satisfactory to the applicable Agent and the L/C IssuerIssuer (which documents are hereby Consented to by the Lenders). Sections 2.04 2.05, 2.06(c) and 9.02(c8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower The Borrowers hereby grants grant to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, Agent a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingforegoing to secure all Obligations. Cash Collateral Such cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. America except that Permitted Investments of the type listed in clauses (a) through (e) of the definition thereof may be made at the request of the Lead Borrower at the option and in the sole discretion of the Agent (and at the Borrowers’ risk and expense); interest or profits, if any, on such investments shall accumulate in such account] If at any time the Administrative 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 Agent and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateralcash collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral cash collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateralcash collateral, such funds shall be appliedapplied to reimburse the L/C Issuer and, to the extent permitted under applicable Lawsnot so applied, shall thereafter be applied to reimburse such L/C Issuersatisfy other Obligations.

Cash Collateral. Upon the request of the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent, ) (i) if any such L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit remains outstanding, or any other L/C Obligation for any reason remains outstanding, the Borrowers Borrower shall, in each case, immediately within one Business Day following written request by the Administrative Agent, Cash Collateralize 100% of the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C IssuerObligations. Sections 2.04 2.05, 2.17 and 9.02(c8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives In addition, at any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize 100% of the Fronting Exposure with respect to such term have corresponding meaningsDefaulting Lender (determined after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender). Each Borrower The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer Issuers and the Lenders, as applicable, a first priority security interest in all such cash, deposit 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. , all as security for the obligations for which Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied as set forth herein. If at any time the Administrative Agent determines that any funds held as Cash Collateral are provided pursuant to this Agreement is subject to any right or claim of any Person other than the Administrative Agent and as herein provided (other than Liens arising by operation of Law permitted pursuant to Section 7.01(c)), or that the total amount of such funds Cash Collateral is less than 100% of the aggregate Outstanding Amount of all L/C Obligationsapplicable Fronting Exposure and other obligations secured thereby, the Borrowers Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by any 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 financial institution that serves as Administrative Agent. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Agreement 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 be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free provided by a Defaulting Lender, any interest accrued on such obligation) and clear of any such right and claim. Upon the drawing of any Letter of Credit other obligations for which funds are on deposit the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. Cash Collateral, such funds shall be applied, Collateral (or the appropriate portion thereof) provided to the extent permitted under applicable Laws, to reimburse such reduce any L/C Issuer’s Fronting Exposure or to secure 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 termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the applicable L/C Issuers 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 (and following application as provided in this Section 2.03(g) may be otherwise applied in accordance with Section 8.03), and (y) that the Person providing Cash Collateral and each L/C Issuer may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure and other obligations and shall remain subject to the security interest granted pursuant to the Loan Documents; and provided further that to the extent that such Cash Collateral was provided by or on behalf of the Borrower or any other Loan Party and is not released as aforesaid, then such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. Upon the request of the Administrative Agentany L/C Issuer, (i) if any the 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, (ii) if, after the issuance of any Letter of Credit, any Revolving Credit Lender becomes a Defaulting Lender or (iiiii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, then the Borrowers Borrower shall, in each case, immediately as promptly as practicable (and in any event within two Business Days) Cash Collateralize Collateralize, as applicable, in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender), (A) the then Outstanding Amount of all L/C Obligations or (B) in an the case of clause (ii) above, the Applicable Revolving Credit Percentage of such Defaulting Lender of the then Outstanding Amount of all L/C Obligations, or, in the case of clause (iii), provide a back-to-back letter of credit in a face amount at least equal to 103% the then undrawn amount of such L/C Obligations or otherwise Obligation from an issuer and in an amount and/or in a manner form and substance reasonably acceptable satisfactory to the applicable L/C Issuer. Sections 2.04 2.05 and 9.02(c8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each The Borrower hereby grants to the Administrative Agent, for the benefit of such the applicable L/C Issuer and the Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americathe Administrative Agent or the applicable L/C Issuer. 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 and Liens arising by operation of Law or the applicable L/C Issuer or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative AgentAgent or the applicable L/C Issuer, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the applicable L/C Issuer. To the extent that, at any time, the amount of Cash Collateral exceeds the aggregate Outstanding Amount of all L/C Obligations at such time and so long as no Event of Default has occurred and is continuing, the excess shall be promptly refunded to the Borrower.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers shall, in each case, Applicable Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise in an amount and/or in a manner reasonably acceptable to the applicable Letter of Credit Expiration Date, as the case may be). The Administrative Agent or the L/C IssuerIssuer may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. Sections 2.04 2.05 and 9.02(c8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in currencies acceptable to the Administrative Agent pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each The Applicable Borrower hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of AmericaJPMCB. 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers willApplicable Borrower will forthwith, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in deposit accounts at JPMCB as Cash Collateralaforesaid, an amount equal to the excess of (xi) such aggregate Outstanding Amount over (yii) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable LawsLaw, to reimburse such the L/C Issuer. Notwithstanding the foregoing or anything to the contrary set forth herein, a Letter of Credit may extend beyond the Maturity Date if Cash Collateralized on terms and conditions acceptable to the Administrative Agent and the L/C Issuer and the amount of such cash collateral equals at least 105% of the face amount of the applicable Letter of Credit.

Cash Collateral. (i) Upon the request of the Administrative Agent, (iA) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (iiB) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Company 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 Company at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company shall Cash Collateralize the L/C Obligations in an amount equal to 103% the amount by which the Outstanding Amount of such all L/C Obligations or otherwise exceeds the Letter of Credit Sublimit. (iii) 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 an amount and/or in a manner reasonably acceptable order to protect against the applicable L/C Issuer. results of exchange rate fluctuations. (iv) Sections 2.04 2.05 and 9.02(c8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives For purposes of such term have corresponding meanings. Each Borrower hereby grants this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. To the extent that the Company is required to Cash Collateralize L/C Obligations, the Company shall, at the time of such requirement, grant to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuer.

Cash Collateral. Upon the request of the Administrative AgentAgent or the relevant L/C Issuer, (i) if any 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, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers Borrower shall, in each casewithin three Business Days, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% of such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise the Letter of Credit Expiration Date, as the case may be) or, in an amount and/or the case of clause (ii), provide a back-to-back letter of credit in a manner face amount at least equal to 103% of the then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably acceptable satisfactory to the applicable relevant L/C Issuer. Sections 2.04 For purposes hereof, “Cash Collateralize” means to pledge and 9.02(cdeposit with or deliver to the Administrative Agent, or its designee, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) set forth certain additional requirements pursuant to deliver Cash Collateral hereunderdocumentation 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. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaa Cash Collateral Account. 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 rights or claims of the Administrative Agent and Liens arising by operation of Law law or that the total amount of such funds is less than 103% of the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional 103% of funds to be deposited as and held in the Cash CollateralCollateral Account, an amount equal to the excess of (xA) such aggregate Outstanding Amount over (yB) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable LawsLaw, to reimburse such the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds 103% of the aggregate Outstanding Amount of all L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

Cash Collateral. (a) Upon the request of the Administrative Agent, Agent or the applicable L/C Issuer (i) if any the 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, Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately promptly deliver to the Administrative Agent Cash Collateralize Collateral in an amount sufficient to cover 103.0% of the then Outstanding Amount of all L/C Obligations in an amount equal to 103% Obligations. At any time that there shall exist a Defaulting Lender, promptly upon the request of such L/C Obligations the Administrative Agent or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to , the Borrowers shall deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent Cash Collateral in an amount sufficient to cover 103.0% of all Fronting Exposure of such Defaulting Lender after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided 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 Borrowers, 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 such the Administrative Agent, the applicable L/C Issuer and the Revolving Credit Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. , all as security for the obligations to which such Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied 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 and Liens arising by operation of Law as herein provided or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount of all L/C Obligationsapplicable Fronting Exposure and other obligations secured thereby, the Borrowers 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 provided for herein. (d) 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 (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, (x) such aggregate Outstanding Amount over that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Specified 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 total amount of funds, if any, then held as Person providing Cash Collateral that and the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C IssuerIssuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Lead Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C IssuerObligations. Sections 2.04 2.05 and 9.02(c8.02(iii) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives For purposes of such term have corresponding meanings. Each Borrower hereby grants this Section 2.03, Section 2.05 and Section 8.02(iii), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of such the applicable L/C Issuer and the Revolving Credit Lenders with L/C Participations, as collateral for the applicable L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and such L/C Issuer (which documents are hereby consented to by the Revolving Credit Lenders with L/C Participations). Derivatives of such term have corresponding meanings. The Borrowers hereby grant to the Administrative Agent, for the benefit of each L/C Issuer and the Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of AmericaCitibank. If at any time the Administrative Agent reasonably determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all such L/C Obligations, the Borrowers Lead Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of such funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the applicable L/C Issuer.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C BorrowingBorrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers shallrelevant Borrower shall promptly Cash Collateralize (x) in the case of clause (i), 100% and (y) in the case of clause (ii), 105%, in each case, immediately Cash Collateralize case of the then Outstanding Amount of all L/C Obligations in an amount equal (such Outstanding Amount to 103% be determined as of the date of such L/C Obligations Borrowing or otherwise the Letter of Credit Expiration Date, as the case may be) or, in an amount and/or the case of clause (ii), provide a back to back letter of credit in a manner reasonably acceptable face amount at least equal to 105% of the then undrawn amount of such Letter of Credit from an issuer and in form and substance satisfactory to the applicable L/C IssuerIssuer in its sole discretion. Sections 2.04 Any Letter of Credit that is so Cash Collateralized or in respect of which such a back-to-back letter of credit shall have been issued shall be deemed no longer outstanding for purposes of this Agreement. For purposes hereof, “Cash Collateralize” means to pledge and 9.02(cdeposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) set forth certain additional requirements pursuant to deliver Cash Collateral hereunderdocumentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank designated by the Administrative Agent and which is under the sole dominion and control of Americathe Administrative Agent. 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 and Liens or claims of the depositary bank arising by operation of Law law or that the total amount of such funds is less than the aggregate Outstanding Amount amount required by the first sentence of all L/C Obligationsthis clause (g), the Borrowers relevant 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 designated by the Administrative Agent as Cash Collateralaforesaid, an amount equal to the excess of (x) 100% or 105%, as applicable, of such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable LawsLaw, to reimburse the L/C Issuer. To the extent the amount of any Cash Collateral exceeds 100% or 105%, as applicable, of the then Outstanding Amount of such L/C IssuerObligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the relevant Borrower.

Cash Collateral. (i) Upon the request of the Administrative Agent, (iA) if any 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, Borrowing or (iiB) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Parent Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations Obligations. (ii) The Administrative Agent may, with respect to outstanding Letters of Credit issued in an amount equal Alternative Currency, at any time and from time to 103% time after the initial deposit of such L/C Obligations or otherwise Cash Collateral, request that additional Cash Collateral be provided in an amount and/or in a manner reasonably acceptable order to protect against the applicable L/C Issuer. results of exchange rate fluctuations. (iii) Sections 2.04 2.5(b), 2.16 and 9.02(cSection 8.2(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives For purposes of such term have corresponding meanings. Each Borrower hereby grants this Section 2.3, Section 2.5(b), Section 2.16 and Section 8.2(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of such the L/C Issuer 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) in an amount equal to 105% of the Outstanding Amount of the applicable L/C Obligations as of the relevant date. Derivatives of such term have corresponding meanings. The Borrowers hereby grant to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing blocked deposit accounts at Bank of America. Reasonable interest shall accrue on any such cash deposit, which accrued interest shall be for the account of the applicable Borrower, subject to this Agreement. 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Parent Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the applicable L/C Issuer.

Cash Collateral. Upon Notwithstanding anything to the contrary herein or in any application for a Letter of Credit, following the occurrence and during the continuance of a Default upon the request of the Required Lenders or upon payout or termination of this Agreement in full in cash, each Borrower shall, on the Business Day that it receives Administrative Agent’s demand or as required pursuant to Section 9.1, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, Agent for the benefit of such L/C Issuer the Lenders and the Issuing Banks, cash, or other collateral of a type satisfactory to the Required Lenders, having a security interest in all value, as determined by such cashLenders, deposit accounts and all balances therein and all proceeds equal to one hundred two percent (102%) of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Dollar Amount of all its outstanding L/C Obligations; provided that, upon the Borrowers willoccurrence of a Default under Section 8.1(F) or 8.1(G), forthwith upon demand such obligation to post cash collateral shall be deemed automatically effective. Any such collateral shall be held by the Administrative AgentAgent in a separate interest-bearing account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Banks as collateral security for the applicable Borrower’s obligations in respect of this Agreement and each of the Letters of Credit. Such amounts shall be applied to reimburse the Issuing Banks for drawings or payments under or pursuant to Letters of Credit, pay or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. Amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not applied to reimburse an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit shall be returned to the applicable Borrower within one (1) Business Day (after deduction of the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) ’s expenses incurred in connection with such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuercash collateral account).

Cash Collateral. (a) Upon the request of the Administrative Agent, Agent or the applicable L/C Issuer (i) if any the 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, Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately promptly deliver to the Administrative Agent Cash Collateralize Collateral in an amount sufficient to cover 103% of the then Outstanding Amount of all L/C Obligations in an amount equal to 103% Obligations. At any time that there shall exist a Defaulting Lender, promptly upon the request of such L/C Obligations the Administrative Agent or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements , the Borrowers shall deliver to deliver the Administrative Agent Cash Collateral hereunder. Derivatives in an amount sufficient to cover 103% of all Fronting Exposure of such term have corresponding meaningsDefaulting Lender after giving effect to Section 2.17(a)(iv) and any Cash Collateral 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 (or other financial institution selected by any of them). Each Borrower The 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 such the Administrative Agent, the applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. , all as security for the obligations to which such Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied 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 and Liens arising by operation of Law as herein provided or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount of all L/C Obligationsapplicable Fronting Exposure and other obligations secured thereby, the Borrowers 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 Sections 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 provided for herein. (d) 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 (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, (x) such aggregate Outstanding Amount over 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 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 total amount of funds, if any, then held as Person providing Cash Collateral that and the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C IssuerIssuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. Upon the request of the Administrative AgentAgent or the relevant L/C Issuer, (i) if any 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, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers Borrower shall, in each casewithin three Business Days, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise the Letter of Credit Expiration Date, as the case may be) or, in an amount and/or the case of clause ‎(ii), provide a back-to-back letter of credit in a manner reasonably acceptable face amount at least equal to the applicable then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably satisfactory to the relevant L/C Issuer. Sections 2.04 For purposes hereof, “Cash Collateralize” means to pledge and 9.02(cdeposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) set forth certain additional requirements pursuant to deliver Cash Collateral hereunderdocumentation 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. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaa Cash Collateral Account. 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 rights or claims of the Administrative Agent and Liens arising by operation of Law law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as and held in the Cash CollateralCollateral Account, an amount equal to the excess of (xA) such aggregate Outstanding Amount over (yB) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable LawsLaw, to reimburse such the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the aggregate Outstanding Amount of all L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C BorrowingObligation that remains outstanding, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such Obligations. Sections 2.05 and 8.02(c) set forth additional circumstances and events which require L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuerbe Cash Collateralized. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower The Borrowers hereby grants grant to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, Agent a security interest in all such cash, deposit accounts and all balances therein Cash Collateral and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America▇▇▇▇▇ Fargo. 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the L/C IssuerIssuer and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately promptly Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such the Outstanding Amount of all L/C Obligations or otherwise Obligations, pursuant to documentation in an amount and/or in a manner form and substance reasonably acceptable satisfactory to the applicable Agent and the L/C IssuerIssuer (which documents are hereby Consented to by the Lenders). Sections 2.04 2.05, 2.06(b) and 9.02(c8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower The Borrowers hereby grants grant to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, Agent a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingforegoing to secure all Obligations. Cash Collateral Such cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. If at any time the Administrative 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 Agent and Liens arising by operation of Law or that the total amount of such funds is less than 103% of the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateralcash collateral, an amount equal to the excess of (x) such 103% of the aggregate Outstanding Amount of L/C Obligations over (y) the total amount of funds, if any, then held as Cash Collateral cash collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateralcash collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the L/C IssuerIssuer and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations in the manner specified in Section 8.03.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If Borrowers are required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of Obligations pursuant to the Letter of Credit Expiration Agreement prior to the Commitment Termination Date, any L/C Obligation each Borrower will pay to Agent for any reason remains outstanding, the Borrowers shall, in each case, immediately ratable benefit of itself and Revolving Lenders cash or cash equivalents acceptable to Agent (“Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents”) in an amount equal to 103105% of the maximum amount then available to be drawn under each applicable Letter of Credit outstanding for the benefit of such L/C Obligations Borrower. Such funds or otherwise in an amount and/or Cash Equivalents shall be held by Agent in a manner reasonably cash collateral account (the “Cash Collateral Account”) maintained at a bank or financial institution acceptable to Agent. The Cash Collateral Account shall be in the name of the applicable L/C Issuer. Sections 2.04 Borrower and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants shall be pledged to, and subject to the Administrative control of, Agent, for the benefit of such L/C Issuer Agent and the Lenders, in a manner reasonably satisfactory to Agent. Each Borrower hereby pledges and grants to Agent, on behalf of itself and Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral The Agreement, including this Annex B, shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not men due and payable, shall for any reason be outstanding on the Commitment Termination Date, Borrowers shall either (A) provide cash collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) deliver a stand-by letter (or letters) of credit in guaranty of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor and duration as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to 105% of the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 and shall be issued by a Person, and shall be subject to such terms and conditions, as are “ be satisfactory to Agent in its sole discretion. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Account by any Borrower, whether before or after the Commitment Termination Date, Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Agent may elect, as shall be appliedor shall become due and payable by such Borrower to Agent and Lenders with respect to such Letter of Credit Obligations of such Borrower and, upon the satisfaction in full of all Letter of Credit Obligations of such Borrower, to any other Obligations of any Borrower then due and payable. (iv) No Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the extent permitted under applicable Lawsfunds 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 Borrowers to reimburse Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such L/C IssuerObligations, any remaining amount, shall be paid to Borrowers or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be for the account of Agent.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If the Borrower is required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C BorrowingObligations pursuant to this Agreement, on or (ii) if, as of prior to the Letter of Credit Expiration Commitment Termination Date, any L/C Obligation the Borrower will (A) pay to the Administrative Agent for any reason remains outstanding, the Borrowers shall, in each case, immediately ratable benefit of itself and the Lenders cash or cash equivalents acceptable to the Administrative Agent (“Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents”) in an amount equal to 103102% of the maximum amount then available to be drawn under each applicable Letter of Credit outstanding. Such funds or Cash Equivalents shall be held by the Administrative Agent in a cash collateral account (the “Cash Collateral Account”) maintained at a bank or financial institution acceptable to the Administrative Agent or (B) deliver a stand-by letter (or letters) of credit in guarantee of such L/C Obligations Letter of Credit Obligations, which stand-by letter (or otherwise letters) of credit shall be of like tenor and duration (plus thirty (30) additional days) as, and in an amount and/or equal to 102% of the aggregate maximum amount then available to be drawn under, the Letters of Credit to which such outstanding Letter of Credit Obligations relate. The Cash Collateral Account shall be in a manner reasonably acceptable the name of the Borrower and shall be pledged to, and subject to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to control of, the Administrative Agent, for the benefit of such L/C Issuer the Administrative Agent and the Lenders, in a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. If at any time 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay manner satisfactory to the Administrative Agent, as additional funds and the Borrower hereby acknowledges and agrees that each such Cash Collateral Account shall constitute part of the Collateral in accordance with Section 8.01. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, the Borrower shall either (A) provide cash collateral therefor in the manner described above, (B) cause all such Letters of Credit and guaranties thereof, if any, to be deposited as Cash Collateralcanceled and returned, or (C) deliver a stand-by letter (or letters) of credit in guarantee of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be of like tenor and duration (plus thirty (30) additional days) as, and in an amount equal to 102% of the excess aggregate maximum amount then available to be drawn under, the Letters of Credit to which such outstanding Letter of Credit Obligations relate and shall be issued by a Person, and shall be subject to such terms and conditions, as are reasonably satisfactory to the Administrative Agent. (xiii) such aggregate Outstanding Amount over (y) From time to time after funds are deposited in the total amount of funds, if any, then held as Cash Collateral that Account by the Borrower, whether before or after the Commitment Termination Date, the Administrative Agent determines may apply such funds or Cash Equivalents then held in the Cash Collateral Account to be free and clear the payment of any amounts, and in such order as the Administrative Agent may elect, as shall be or shall become due and payable by the Borrower in respect of Reimbursement Obligations and, upon the satisfaction in full of all Reimbursement Obligations of the Borrower, to any other Borrower Obligations then due and payable. (iv) Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right and claim. Upon to withdraw any of the drawing funds or Cash Equivalents held in the Cash Collateral Account, except that upon the termination of any all Letter of Credit for which Obligations and the payment of all amounts payable by the Borrower to the Administrative Agent and the Lenders in respect thereof, any funds are on deposit as remaining in the Cash Collateral, such funds Collateral Account shall be applied, applied to other Borrower Obligations then due and owing and upon payment in full of such Borrower Obligations any remaining amount shall be paid to the extent permitted under applicable Laws, to reimburse such L/C IssuerBorrower or as otherwise required by law. Interest and other income earned on deposits in the Cash Collateral Account and all proceeds thereof shall be held as additional collateral.

Cash Collateral. Upon the request of the Administrative AgentAgent or the LC Issuer, (i) if any L/C the LC Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C LC Borrowing, or (ii) if, as of the thirtieth day prior to the Letter of Credit Expiration Date, any L/C LC Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable LC Obligations. The Borrowers hereby grant to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, Agent a security interest in all such cash, deposit accounts and all balances therein Cash Collateral and all proceeds of the foregoingthereof. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of AmericaAmerica except that, other than during the continuance of an Event of Default, Permitted Investments of the type listed in Section 7.02(b) may be made at the request of the Lead Borrower at the option and in the sole discretion of the Collateral Agent (and at the Borrowers’ risk and expense) and interest or profits, if any, on such investments shall accumulate in such account. If at any time the Administrative 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C LC Obligations, the Borrowers will, forthwith upon demand by the Administrative Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative 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 Laws, to reimburse such L/C Issuerthe LC Issuer and, to the extent not so applied, shall thereafter be applied to satisfy other Secured Obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If Borrower is required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of Obligations pursuant to the Letter of Credit Expiration Agreement prior to the Commitment Termination Date, any L/C Obligation Borrower will pay to Agent for any reason remains outstanding, the Borrowers shall, in each case, immediately ratable benefit of itself and Revolving Lenders cash or cash equivalents acceptable to Agent (“Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents”) in an amount equal to 103110% of such L/C Obligations the maximum amount then available to be drawn under each applicable Letter of Credit outstanding. Such funds or otherwise in an amount and/or Cash Equivalents shall be held by Agent in a manner reasonably cash collateral account (the “Cash Collateral Account”) maintained at a bank or financial institution acceptable to the applicable L/C IssuerAgent. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver The Cash Collateral hereunder. Derivatives Account shall be in the name of such term have corresponding meanings. Each Borrower hereby grants and shall be pledged to, and subject to the Administrative control of, Agent, for the benefit of such L/C Issuer Agent and the Lenders, in a manner satisfactory to Agent. Borrower hereby pledges and grants to Agent, on behalf of itself and Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral The Agreement, including this Annex B, shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Borrower shall either (A) provide cash collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) deliver a stand-by letter (or letters) of credit in guarantee of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor and duration (plus 30 additional days) as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to 110% of the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 and shall be issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to Agent in its sole discretion. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Account by Borrower, whether before or after the Commitment Termination Date, Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Agent may elect, as shall be appliedor shall become due and payable by Borrower to Agent and Lenders with respect to such Letter of Credit Obligations of Borrower and, upon the satisfaction in full of all Letter of Credit Obligations of Borrower, to any other Obligations then due and payable. (iv) Neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the extent permitted under applicable Lawsfunds 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 reimburse Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such L/C IssuerObligations, any remaining amount shall be paid to Borrower or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be for the account of Agent.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If Borrower is required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of Obligations pursuant to the Letter of Credit Expiration Agreement prior to the Commitment Termination Date, any L/C Obligation Borrower will pay to Agent for any reason remains outstanding, the Borrowers shall, in each case, immediately ratable benefit of itself and Revolving Lenders cash or cash equivalents acceptable to Agent ("Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents") in an amount equal to 103110% of such L/C Obligations the maximum amount then available to be drawn under each applicable Letter of Credit outstanding. Such funds or otherwise in an amount and/or Cash Equivalents shall be held by Agent in a manner reasonably cash collateral account (the "Cash Collateral Account") maintained at a bank or financial institution acceptable to the applicable L/C IssuerAgent. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver The Cash Collateral hereunder. Derivatives Account shall be in the name of such term have corresponding meanings. Each Borrower hereby grants and shall be pledged to, and subject to the Administrative control of, Agent, for the benefit of such L/C Issuer Agent and the Lenders, in a manner satisfactory to Agent. Borrower hereby pledges and grants to Agent, on behalf of itself and Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral The Agreement, including this Annex B, shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Borrower shall either (A) provide cash collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) deliver a stand-by letter (or letters) of credit in guarantee of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor and duration (plus 30 additional days) as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to 110% of the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 and shall be issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to Agent in its sole discretion. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Account by Borrower, whether before or after the Commitment Termination Date, Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Agent may elect, as shall be appliedor shall become due and payable by Borrower to Agent and Lenders with respect to such Letter of Credit Obligations of Borrower and, upon the satisfaction in full of all Letter of Credit Obligations of Borrower, to any other Obligations then due and payable. (iv) Neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the extent permitted under applicable Lawsfunds 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 reimburse Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such L/C IssuerObligations, any remaining amount shall be paid to Borrower or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be for the account of Agent.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) ifIf, as of the Letter of Credit Sublimit Expiration Date, any Letter of Credit issued to the Borrower may for any reason remain outstanding and partially or wholly undrawn, (ii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligation for any reason remains outstandingObligations pursuant to Section 8.02, (iii) if an Event of Default set forth under Section 8.01(f) occurs and is continuing, the Borrowers shall, in each case, immediately Borrower shall Cash Collateralize the then Outstanding Amount of all of its L/C Obligations (in an amount equal to 103% of such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise the Letter of Credit Sublimit Expiration Date, as the case may be), and shall do so not later than 2:00 p.m. on (x) in the case of the immediately preceding clauses (i) through (iv), the next Business Day following the Business Day that the Borrower receives written notice thereof, and (y) in the case of the immediately preceding clause (iii), the Business Day on which an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) Event of Default set forth certain additional requirements to deliver Cash Collateral hereunderunder Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. Derivatives of such term have corresponding meanings. Each The Borrower hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer Issuers and the LendersRevolving Credit Lenders of the applicable Facility, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit blocked accounts at Bank the Administrative Agent or another financial institution acceptable to the Administrative Agent and may be invested in readily available Cash and Cash Equivalents (for the benefit of Americathe Borrower). If at any time the Administrative Agent determines that any funds held as Cash Collateral are expressly subject to any right or claim of any Person other than the Administrative Agent and Liens arising by operation (on behalf of Law the Secured Parties) or nonconsensual liens permitted under Section 7.01 or that the total amount of such funds is less than 103% of the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Borrower will, forthwith upon promptly following written demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as Cash Collateralaforesaid, an amount equal to the excess of (xa) 103% of such aggregate Outstanding Amount over (yb) 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 LawsLaw, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds 103% of the then Outstanding Amount of such L/C IssuerObligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be promptly refunded to the Borrower. If at any time the Administrative Agent reasonably determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided or Liens described above, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly following written demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. In addition, the Administrative Agent may request at any time and from time to time after the initial deposit of Cash Collateral that additional Cash Collateral be provided by the Borrower in order to protect against the results of exchange rate fluctuations with respect to Letters of Credit denominated in currencies other than Dollars.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If Borrowers are required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C BorrowingObligations pursuant to the Agreement, or (ii) if, as including Section 8.2 of the Letter of Credit Expiration Agreement, prior to the Commitment Termination Date, any L/C Obligation each Borrower will pay to Agent for any reason remains outstanding, the Borrowers shall, in each case, immediately ratable benefit of itself and Revolving Lenders cash or cash equivalents acceptable to Agent ("Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents") in an amount equal to 103105% of the maximum amount then available to be drawn under each applicable Letter of Credit outstanding for the benefit of such L/C Obligations Borrower. Such funds or otherwise in an amount and/or Cash Equivalents shall be held by Agent in a manner reasonably cash collateral account (the "Cash Collateral Account") maintained at a bank or financial institution acceptable to Agent. The Cash Collateral Account shall be in the name of the applicable L/C Issuer. Sections 2.04 Borrower and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants shall be pledged to, and subject to the Administrative control of, Agent, for the benefit of such L/C Issuer Agent and the Lenders, in a manner satisfactory to Agent. Each Borrower hereby pledges and grants to Agent, on behalf of itself and Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral The Agreement, including this Annex B, shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Borrowers shall either (A) provide cash collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) deliver a stand-by letter (or letters) of credit in guaranty of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor and duration (plus thirty (30) additional days) as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to 105% of, the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 and shall be issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to Agent in its reasonable discretion. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Account by any Borrower, whether before or after the Commitment Termination Date, Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Agent may elect, as shall be appliedor shall become due and payable by such Borrower to Agent and Lenders with respect to such Letter of Credit Obligations of such Borrower and, upon the satisfaction in full of all Letter of Credit Obligations of such Borrower, to any other Obligations of any Borrower then due and payable. (iv) No Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the extent permitted under applicable Lawsfunds 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 Borrowers to reimburse Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such L/C IssuerObligations, any remaining amount shall be paid to Borrowers or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be held as additional collateral.

Cash Collateral. Upon If any Event of Default shall occur and be continuing, on the request Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders demanding the deposit of Cash Collateral pursuant to this paragraph, 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, an amount in cash equal to the Agreed L/C Cash Collateral Amount plus any accrued and 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 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 Loans has been accelerated. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any L/C Issuer has honored interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (with the prior written consent of the Borrower required for any full investment in anything other than Cash Equivalents) and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or partial drawing request 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 any Letter Letters of Credit made by it and such drawing for which it has resulted in an L/C Borrowingnot been reimbursed and, or (ii) ifto the extent not so applied, as shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Letter of Credit Expiration DateUsage at such time or, any L/C Obligation for any reason remains outstandingif 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 Borrowers shall, in each case, immediately Cash Collateralize other Obligations. If the then Outstanding Amount of all L/C Obligations in Borrower is required to provide an amount equal of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to 103% the extent not applied as aforesaid) shall be returned to the Borrower 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 L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable Cash Collateral to the applicable L/C IssuerBorrower. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants Notwithstanding anything to the Administrative Agentcontrary herein, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds if as of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing 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 an account with the Administrative Agent, in the name of the Administrative Agent and for which funds are on deposit as Cash Collateralthe benefit of the Lenders, such funds shall be applied, an amount in cash equal to the extent permitted under applicable Laws, to reimburse such Agreed L/C IssuerCash 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 prior to 4:00 p.m. on a Business Day, on such Business Day).

Cash Collateral. (i) Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Revolving Loan Maturity Date, any Letter of Credit Expiration Date, any L/C Obligation may for any reason remains outstandingoutstanding and partially or wholly undrawn, the Borrowers shall, in each case, shall immediately Cash Collateralize the then Outstanding Amount of all outstanding L/C Obligations in an amount equal to 103105% of such the then Effective Amount of the L/C Obligations Obligations. (ii) Subject to Section 2.20(e), if at any time during which one or otherwise in an amount and/or in more Letters of Credit are outstanding, any Lender is at such time a manner reasonably acceptable to Defaulting Lender, then no later than five (5) Business Days of written demand thereof from the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a Borrowers shall provide the Administrative Agent with cash collateral or similar security interest satisfactory to the L/C Issuer (in all its sole discretion) in respect of such cash, deposit accounts and all balances therein and all proceeds Defaulting Lender’s obligation to fund under Section 2.17(c) in an amount not less than the aggregate amount of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americasuch obligations (after giving effect to Section 2.20(d)). If at any time the Administrative 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 Agent and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C ObligationsObligations in respect of such Defaulting Lender, the Borrowers will, forthwith promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateralcash collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount L/C Obligations over (y) the total amount of funds, if any, then held as Cash Collateral cash collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateralcash collateral, such funds shall be applied, to the extent permitted under applicable LawsGovernmental Rules, to reimburse such the L/C Issuer. (iii) The Borrowers hereby grant the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a Lien on all such cash and deposit account balances described in the definition of “Cash Collateralize” and all other cash collateral described in this Section 2.17(g) as security for the L/C Obligations. Cash collateral shall be maintained in segregated, blocked, interest bearing deposit accounts with the Administrative Agent or other institutions satisfactory to it. Such accounts must be the subject of control agreements pursuant to which the Administrative Agent has “control” as such term is used in the Uniform Commercial Code, sufficient to perfect on a first priority basis a security interest in such cash collateral. The Lien held by the Administrative Agent in such cash collateral to secure the L/C Obligations shall be released upon the satisfaction of each of the following conditions: (a) no Letters of Credit shall be outstanding, (b) all L/C Obligations shall have been repaid in full and (c) no Default shall have occurred and be continuing.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any thean L/C Issuer under any Class has honored any full or partial drawing request under any Letter of Credit issued by it and such drawing has resulted in an L/C BorrowingBorrowing of such Class (other than the Tranche A Rollover Letters of Credit) and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the applicable Letter of Credit Expiration Date, any L/C Obligation Letter of Credit of such Class may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers shallBorrower shall promptly Cash Collateralize (x) in the case of clause (i), 103% and (y) in the case of clause (ii), 105%, in each case, immediately Cash Collateralize case of the then Outstanding Amount of all L/C Obligations in an amount equal of such Class (such Outstanding Amount to 103% be determined as of the date of such L/C Obligations Borrowing or otherwise the applicable Letter of Credit Expiration Date, as the case may be) or, in an amount and/or the case of clause (ii), provide a back to back letter of credit in a manner reasonably acceptable face amount at least equal to 105% of the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives then undrawn amount of such term have corresponding meanings. Each Borrower hereby grants Letter of Credit from an issuer and in form and substance satisfactory to the Administrative Agent, for the benefit of such thesuch L/C Issuer and the Lenders, in its sole discretion. Any Letter of Credit that is so Cash Collateralized or in respect of which such a security interest in all such cash, deposit accounts and all balances therein and all proceeds back-to-back letter of the foregoing. Cash Collateral credit shall have been issued shall be maintained in blocked, non-interest bearing deposit accounts at Bank deemed no longer outstanding for purposes of Americathis Agreement. If at any time the Administrative 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 Agent and Liens or claims of the depositary bank arising by operation of Law law or that the total amount of such funds is less than the aggregate Outstanding Amount amount required by the first sentence of all L/C Obligationsthis clause (g), the Borrowers 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 designated by the Administrative Agent as Cash Collateralaforesaid, an amount equal to the excess of (x) 103% or 105%, as applicable, of such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral cash collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateralcash collateral, such funds shall be applied, to the extent permitted under applicable LawsLaw, to reimburse the L/C Issuer of such Letter of Credit. To the extent the amount of any cash collateral exceeds 103% or 105%, as applicable, of the then Outstanding Amount of such L/C IssuerObligations and so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the excess shall be refunded to the Borrower.

Cash Collateral. (i) Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Maturity Date, any Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstandingoutstanding and partially or wholly undrawn, the Borrowers shall, in each case, shall immediately Cash Collateralize the then Outstanding Amount of all outstanding L/C Obligations in an amount equal to 103100% of such the then Effective Amount of the L/C Obligations Obligations. (ii) Subject to Section 2.20(e), if at any time during which one or otherwise in an amount and/or in more Letters of Credit are outstanding, any Lender is at such time a manner reasonably acceptable to Defaulting Lender, then no later than five (5) Business Days of written demand thereof from the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a Borrowers shall provide the Administrative Agent with cash collateral or similar security interest satisfactory to the L/C Issuer (in all its sole discretion) in respect of such cash, deposit accounts and all balances therein and all proceeds Defaulting Lender’s obligation to fund under Section 2.17(c) in an amount not less than the aggregate amount of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americasuch obligations (after giving effect to Section 2.20(d)). If at any time the Administrative 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 Agent and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C ObligationsObligations in respect of such Defaulting Lender, the Borrowers will, forthwith promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateralcash collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount L/C Obligations over (y) the total amount of funds, if any, then held as Cash Collateral cash collateral that the Administrative Agent 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 Collateralcash collateral, such funds shall be applied, to the extent permitted under applicable LawsGovernmental Rules, to reimburse such the L/C Issuer. (iii) The Borrowers hereby grant the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a Lien on all such cash and deposit account balances described in the definition of “Cash Collateralize” and all other cash collateral described in this Section 2.17(g) as security for the L/C Obligations. Cash collateral shall be maintained in segregated, blocked, interest bearing deposit accounts with the Administrative Agent or other institutions satisfactory to it. Such accounts must be the subject of control agreements pursuant to which the Administrative Agent has “control” as such term is used in the Uniform Commercial Code, sufficient to perfect on a first priority basis a security interest in such cash collateral. The Lien held by the Administrative Agent in such cash collateral to secure the L/C Obligations shall be released upon the satisfaction of each of the following conditions: (a) no Letters of Credit shall be outstanding, (b) all L/C Obligations shall have been repaid in full and (c) no Default shall have occurred and be continuing.

Cash Collateral. (a) Upon the request of the Administrative Agent, Agent or the Issuer (i) if any L/C the Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the expiry date for any Letter of Credit Expiration DateCredit, any L/C Obligation with respect to such Letter of Credit for any reason remains outstanding, the Borrowers Borrower shall, in each case, immediately Cash Collateralize (or, solely with respect to clause (ii), provide other Backup Support) in the amount of the then Outstanding Amount outstanding amount of all L/C Obligations in an amount equal to 103% respect of such L/C Obligations Letter of Credit. At any time that there shall exist a Defaulting Lender, promptly upon the request of the Agent, the Issuer or otherwise the Swing Line Lender, the Borrower shall deliver to the Agent Cash Collateral in an amount and/or sufficient to cover all Fronting Exposure (after giving effect to Section 3.11(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (b) All Cash Collateral shall be maintained in a manner reasonably acceptable blocked, interest bearing deposit accounts at the Agent. The Borrower, and to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of extent provided by any Lender, such term have corresponding meanings. Each Borrower Lender, hereby grants to (and subjects to the Administrative control of) the Agent, for the benefit of such L/C the Agent, the Issuer and the LendersLenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest (subject to any Lien permitted pursuant to Section 8.01(c) or (j)) in all such cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. , all as security for the obligations to which such Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied pursuant to Section 3.10(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim (subject to any Lien permitted pursuant to Section 8.01(c) or (j)) of any Person other than the Administrative Agent and Liens arising by operation of Law as herein provided, or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Agent (which demand shall include a reasonably detailed accounting of all the amount so demanded), pay or provide to the Agent 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 Article III or Section 2.06, 2.09 or 9.02 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 Borrowers willCash Collateral was so provided, forthwith upon demand 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 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 Administrative Agent, pay to termination of Defaulting Lender status of the Administrative Agentapplicable Lender (or, as additional funds to be deposited as appropriate, its assignee following compliance with Section 11.07(a)(vii))) or (ii) the Agent’s good faith determination that there exists excess Cash Collateral, an amount equal to the excess of ; provided that (x) such aggregate Outstanding Amount over that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default, and (y) the total amount of funds, if any, then held as Person providing Cash Collateral and the Issuer or the Swing Line Lender, as applicable, may agree that the Administrative Agent determines Cash Collateral 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 Laws, to reimburse such L/C Issuersupport future anticipated Fronting Exposure or other obligations.

Cash Collateral. (a) Upon the request of the Administrative Agent, Agent or the applicable L/C Issuer (i) if any the 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, Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of such L/C Obligations the Administrative Agent or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements , the Borrower shall deliver to deliver the Administrative Agent Cash Collateral hereunderin an amount sufficient to cover (x) in the case of any Letter of Credit issued for the account of a U.S. obligor, 100% of all Fronting Exposure and (y) in the case of any Letter of Credit issued for the account of a non-U.S. obligor, 105% of all Fronting Exposure (in each case, after giving effect to Section 2.20(a)(iv) and any Cash Collateral provided 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. Derivatives of The Borrower, and to the extent provided by any Lender, such term have corresponding meanings. Each Borrower Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of such the Administrative Agent, the applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. , all as security for the obligations to which such Cash Collateral shall may be maintained in blockedapplied pursuant to Section 2.19(c). The Borrower and/or any such Lender providing the Cash Collateral agree to take such other actions as the Administrative Agent may reasonably request to establish, non-maintain and/or perfect the first priority security interest bearing deposit accounts at Bank of Americareferred 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 and Liens arising by operation of Law as herein provided or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount of all L/C Obligationsapplicable Fronting Exposure and other obligations secured thereby, the Borrowers willBorrower 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 2.19 or Sections 2.03, 2.05, 2.06, 2.20 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 provided for herein. (d) 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 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, (x) such aggregate Outstanding Amount over 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 Event of Default (and following application as provided in this Section 2.19 may be otherwise applied in accordance with Section 8.03) and (y) the total amount of funds, if any, then held as Person providing Cash Collateral that and the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such 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. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C BorrowingBorrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers shall, in each case, Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise the Letter of Credit Expiration Date, as the case may be) or, in an amount and/or the case of clause (ii), provide a back-to-back letter of credit in a manner reasonably acceptable face amount at least equal to the applicable then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably satisfactory to the L/C Issuer. Sections 2.04 For purposes hereof, "Cash Collateralize" means to pledge and 9.02(cdeposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances ("Cash Collateral") set forth certain additional requirements pursuant to deliver Cash Collateral hereunderdocumentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each The Borrower hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers 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 at Bank of America as Cash Collateralaforesaid, an amount equal to the excess of (xa) such aggregate Outstanding Amount over (yb) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Lawslaw, to reimburse the L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C IssuerObligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) ifIf, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103105% of such the Outstanding Amount of all L/C Obligations or otherwise Obligations, pursuant to documentation in an amount and/or in a manner form and substance reasonably acceptable satisfactory to the applicable L/C Issuer. Sections 2.04 Agent and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and (which documents are hereby consented to by the Lenders, ). The Borrowers hereby grant to the Agent a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingforegoing to secure all Obligations. Cash Collateral Such cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. If at any time the Administrative Agent reasonably determines that any funds held as Cash Collateral cash collateral are subject to any right or claim of any Person other than the Administrative Agent and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateralcash collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount of all L/C Obligations over (y) the total amount of funds, if any, then held as Cash Collateral cash collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateralcash collateral, such funds shall be appliedapplied to reimburse the L/C Issuer and, to the extent permitted not so applied, shall thereafter be applied to satisfy other Loan Agreement Obligations and other Obligations to the extent applied pursuant to Section 8.03 hereof. After all such Letters of Credit shall have expired or been fully drawn upon, all reimbursement obligations shall have been satisfied and all other obligations of the Borrowers hereunder and under applicable Lawsthe other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to reimburse the Borrowers (or such L/C Issuerother Person as may be lawfully entitled thereto).

Cash Collateral. Upon The Borrowers shall Cash Collateralize each L/C Credit Extension prior to the request issuance of any Letter of Credit. “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative AgentL/C Issuer, (i) if as collateral for any 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 BorrowingExtension, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations cash in an amount equal to 103% of the face amount of any L/C Credit Extension (other than L/C Credit Extensions with respect to Letters of Credit denominated in a currency other than Dollars which the L/C Issuer, in its sole discretion, elected to issue, which shall be Cash Collateralized in an amount equal to 115% of the face amount of such L/C Obligations or otherwise Credit Extension), pursuant to documentation in an amount and/or in a manner reasonably acceptable form and substance satisfactory to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower The Borrowers hereby grants grant to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts account at Bank of America▇▇▇▇▇ Fargo (referred to as “Cash Collateral Account”). If at any time the Administrative Agent L/C Issuer determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and Liens arising by operation of Law L/C Issuer or that the total amount of such funds is less than the aggregate Outstanding Amount Total Outstandings of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative AgentL/C Issuer, pay to the Administrative AgentL/C Issuer, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount Total Outstandings over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent L/C Issuer 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 CollateralCredit, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the L/C IssuerIssuer and, to the extent not so applied, shall thereafter be applied to satisfy any other Obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the 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 BorrowingBorrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers shall, in each case, Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). In addition, if any Revolving Credit Lender shall become an Impacted Lender, then upon a request of the Administrative Agent, the Borrower shall immediately Cash Collateralize all of such Impacted Lender’s Pro Rata Share of the then Outstanding Amount of all L/C Obligations or otherwise (in an amount and/or in equal to such Impacted Lender’s Pro Rata Share of such Outstanding Amount, determined as of the date of such request from the Administrative Agent), until such time as such Lender shall cease to be an Impacted Lender or a manner reasonably acceptable to the applicable L/C IssuerRevolving Credit Lender. Sections 2.04 2.05 and 9.02(c8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the applicable L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and such L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each The Borrower hereby grants to the Administrative Agent, for the benefit of such the applicable L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers 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 at Bank of America as Cash Collateralaforesaid, an amount equal to the excess of (xa) such aggregate Outstanding Amount over (yb) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Lawslaw, to reimburse the applicable L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C IssuerObligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

Cash Collateral. (i) Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) Agent if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Borrower shall promptly Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(cObligations. (ii) set Section 7.01 sets forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.05 and Section 7.01, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Revolving Facility Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such the term “Cash Collateralize” have corresponding meaningsmeanings to the foregoing. Each The Borrower hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer and the Revolving Facility Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, the Borrower, in each case, in Permitted Investments and at the risk and expense of the Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Except as otherwise agreed to by the Administrative Agent, Cash Collateral shall be maintained in blocked, non-interest bearing blocked deposit accounts at Bank of America▇▇▇▇▇▇ ▇▇▇▇▇▇▇. 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 and Liens arising by operation of Law that the total provide an amount of such funds is less than cash collateral hereunder as a result of the aggregate Outstanding Amount occurrence of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess Event of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash CollateralDefault, such funds shall be applied, amount (to the extent permitted under applicable Laws, not applied as aforesaid) shall be returned to reimburse such L/C Issuerthe Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any 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, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Company shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. In addition, if any Revolving Credit Lender shall become a Defaulting Lender, then upon a request of the Administrative Agent (made on behalf of itself or at the direction of any L/C Issuer), the Company shall immediately Cash Collateralize all of such Defaulting Lender’s Pro Rata Share of the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Defaulting Lender’s Pro Rata Share of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to Outstanding Amount, determined as of the applicable L/C Issuerdate of such request from the Administrative Agent. Sections 2.04 Section 2.05 and 9.02(c) Section 8.02 set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02, “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 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. Each Borrower The Company hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of AmericaJPMorgan. 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Company will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the L/C IssuerIssuers.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any 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 BorrowingBorrowing that has not been repaid or reimbursed in accordance with Section 2.03(c), or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the applicable Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all applicable L/C Obligations in an amount equal to 103105% of such the L/C Obligations or otherwise (in an amount and/or in a manner reasonably acceptable to the applicable case of L/C IssuerObligations relating to Letters of Credit denominated in an Approved Foreign Currency) or 100% of the other L/C Obligations. Sections 2.04 and 9.02(c8.02(iii) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Agreement and the other Loan Documents and notwithstanding anything to the contrary contained in this Agreement or any other Loan Documents, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the applicable L/C Issuers and the Appropriate Lenders, as collateral for the L/C Obligations, cash or deposit account balances (in Dollars or an Approved Foreign Currency reasonably acceptable to the Administrative Agent and the applicable L/C Issuer) an amount equal to 105% of the L/C Obligations relating to Letters of Credit denominated in an Approved Foreign Currency or 100% of the other L/C Obligations, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such term have corresponding meanings. Each applicable Borrower hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer Issuers and the Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at ▇▇▇▇▇ Fargo Bank, the Canadian Reference Bank of Americaor such other commercial bank to which the Administrative Agent may consent in its sole discretion. If at any time the Administrative Agent reasonably determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and Liens arising by operation of Law (or such other commercial bank to which the Administrative Agent has consented as described in the preceding sentence) or that the total amount of such funds is less than the aggregate Outstanding Amount of all applicable L/C Obligations (or, in the case of any L/C Obligations relating to Letters of Credit denominated in an Approved Foreign Currency, 105% of such aggregate Outstanding Amount of such L/C Obligations), the Borrowers will, forthwith upon within one Business Day of demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount of L/C Obligations (or, in the case of any L/C Obligations relating to Letters of Credit denominated in an Approved Foreign Currency, 105% of such aggregate Outstanding Amount of such L/C Obligations), over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the applicable L/C Issuer.”

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If Borrower is required to provide cash --------------- collateral for any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of Obligations pursuant to the Letter of Credit Expiration Agreement prior to the Commitment Termination Date, any L/C Obligation Borrower will pay to Agent for any reason remains outstanding, the Borrowers shall, in each case, immediately ratable benefit of itself and Revolving Lenders cash or cash equivalents acceptable to Agent ("Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents") in an amount equal to 103105% of such L/C Obligations the maximum amount then ---------------- available to be drawn under each applicable Letter of Credit outstanding. Such funds or otherwise in an amount and/or Cash Equivalents shall be held by Agent in a manner reasonably cash collateral account (the "Cash Collateral Account") maintained at a bank or financial institution ----------------------- acceptable to the applicable L/C IssuerAgent. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver The Cash Collateral hereunder. Derivatives Account shall be in the name of such term have corresponding meanings. Each Borrower hereby grants and shall be pledged to, and subject to the Administrative control of, Agent, for the benefit of such L/C Issuer Agent and the Lenders, in a manner satisfactory to Agent. Borrower hereby pledges and grants to Agent, on behalf of itself and Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral The Agreement, including this Annex B, ------- shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Borrower shall either (A) provide cash collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof to be canceled and returned, or (C) deliver a stand-by letter (or letters) of credit in guarantee of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor and duration (plus thirty (30) additional days) as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to 105% of the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 and shall be issued by a Person, and shall be subject to such terms and conditions, as are satisfactory to Agent in its sole discretion. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Account by Borrower, whether before or after the Commitment Termination Date, Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Agent may elect, as shall be appliedor shall become due and payable by Borrower to Agent and Lenders with respect to such Letter of Credit Obligations of Borrower and, upon the satisfaction in full of all Letter of Credit Obligations of Borrower, to any other Obligations then due and payable. Neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the extent permitted under applicable Lawsfunds 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 reimburse Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such L/C IssuerObligations, any remaining amount shall be paid to Borrower or as otherwise required by law.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103105% of such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise in an amount and/or in a manner reasonably acceptable the Letter of Credit Expiration Date, as the case may be). 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 applicable Collateral Agent, for the benefit of the L/C Issuer. Sections 2.04 Issuer and 9.02(c) set forth certain additional requirements the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to deliver Cash documentation in form and substance satisfactory to the Collateral hereunderAgent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each The Borrower hereby grants to the Administrative Collateral Agent, for the benefit of such the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing blocked deposit accounts at Bank of Americawith the Collateral Agent. 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 and Liens arising by operation of Law or that the total amount of such funds is less than 105% of the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Borrower 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 with the Collateral Agent as Cash Collateralaforesaid, an amount equal to the excess of (xa) 105% of such aggregate Outstanding Amount over (yb) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 Lawslaw, to reimburse such the L/C Issuer.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C BorrowingBorrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers shallrelevant Borrower shall promptly Cash Collateralize (x) in the case of clause (i), 100% and (y) in the case of clause (ii), 102%, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal (such Outstanding Amount to 103% be determined as of the date of such L/C Obligations Borrowing or otherwise the Letter of Credit Expiration Date, as the case may be) or, in an amount and/or the case of clause (ii), provide a back to back letter of credit in a manner face amount at least equal to 102% of the then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably acceptable satisfactory to the applicable L/C IssuerIssuer in its reasonable discretion. Sections 2.04 Any Letter of Credit that is so Cash Collateralized or in respect of which such a back-to-back letter of credit shall have been issued shall be deemed no longer outstanding for purposes of this Agreement. For purposes hereof, “Cash Collateralize” means to pledge and 9.02(cdeposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) set forth certain additional requirements pursuant to deliver Cash Collateral hereunderdocumentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank designated by the Administrative Agent and which is under the sole dominion and control of Americathe Administrative Agent and shall be deposited in an interest-bearing account. 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 and Liens or claims of the depositary bank arising by operation of Law law or that the total amount of such funds is less than the aggregate Outstanding Amount amount required by the first sentence of all L/C Obligationsthis clause (g), the Borrowers relevant 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 designated by the Administrative Agent as Cash Collateralaforesaid, an amount equal to the excess of (x) 100% or 102%, as applicable, of such aggregate Outstanding Amount over (y) 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 LawsLaw, to reimburse the L/C Issuer. To the extent the amount of any Cash Collateral exceeds 100% or 102%, as applicable, of the then Outstanding Amount of such L/C IssuerObligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the relevant Borrower.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C BorrowingBorrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers Borrower shall, in each casewithin three Business Days, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise the Letter of Credit Expiration Date, as the case may be) or, in an amount and/or the case of clause (ii), provide a back-to-back letter of credit in a manner reasonably acceptable face amount at least equal to the applicable then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably satisfactory to the L/C Issuer. Sections 2.04 For purposes hereof, “Cash Collateralize” means to pledge and 9.02(cdeposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral” ) set forth certain additional requirements pursuant to deliver Cash Collateral hereunderdocumentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaa Cash Collateral Account. 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 rights or claims of the Administrative Agent and Liens claims of the Collateral Agent arising by operation of Law law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as and held in the Cash CollateralCollateral Account, an amount equal to the excess of (xA) such aggregate Outstanding Amount over (yB) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable LawsLaw, to reimburse such the L/C Issuer. To the extent the amount of any Cash Collateral exceeds the aggregate Outstanding Amount of all L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C BorrowingBorrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers shallBorrower shall promptly Cash Collateralize (x) in the case of clause (i), 100% and (y) in the case of clause (ii), 102%, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal (such Outstanding Amount to 103% be determined as of the date of such L/C Obligations Borrowing or otherwise the Letter of Credit Expiration Date, as the case may be) or, in an amount and/or the case of clause (ii), provide a back to back letter of credit in a manner face amount at least equal to 102% of the then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably acceptable satisfactory to the applicable L/C IssuerIssuer in its reasonable discretion. Sections 2.04 Any Letter of Credit that is so Cash Collateralized or in respect of which such a back-to-back letter of credit shall have been issued shall be deemed no longer outstanding for purposes of this Agreement. For purposes hereof, “Cash Collateralize” means to pledge and 9.02(cdeposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) set forth certain additional requirements pursuant to deliver Cash Collateral hereunderdocumentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank designated by the Administrative Agent and which is under the sole dominion and control of Americathe Administrative Agent and shall be deposited in an interest-bearing account. 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 and Liens or claims of the depositary bank arising by operation of Law law or that the total amount of such funds is less than the aggregate Outstanding Amount amount required by the first sentence of all L/C Obligationsthis clause (g), the Borrowers 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 designated by the Administrative Agent as Cash Collateralaforesaid, an amount equal to the excess of (x) 100% or 102%, as applicable, of such aggregate Outstanding Amount over (y) 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 LawsLaw, to reimburse the L/C Issuer. To the extent the amount of any Cash Collateral exceeds 100% or 102%, as applicable, of the then Outstanding Amount of such L/C IssuerObligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If Borrowers are required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of Obligations pursuant to the Letter of Credit Expiration Agreement prior to the Commitment Termination Date, any L/C Obligation each Borrower will pay to Agent for any reason remains outstanding, the Borrowers shall, in each case, immediately ratable benefit of itself and Revolving Lenders cash or cash equivalents acceptable to Agent ("Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents") in an amount equal to 103105% of the maximum amount then available to be drawn under each applicable Letter of Credit outstanding for the benefit of such L/C Obligations Borrower. Such funds or otherwise in an amount and/or Cash Equivalents shall be held by Agent in a manner reasonably cash collateral account (the "Cash Collateral Account") maintained at a bank or financial institution acceptable to Agent. The Cash Collateral Account shall be in the name of the applicable L/C Issuer. Sections 2.04 Borrower and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants shall be pledged to, and subject to the Administrative control of, Agent, for the benefit of such L/C Issuer Agent and the Lenders, in a manner satisfactory to Agent. Each Borrower hereby pledges and grants to Agent, on behalf of itself and Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral The Agreement, including this Annex B, shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Borrowers shall either (A) provide cash collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) deliver a stand-by letter (or letters) of credit in guaranty of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor and duration (plus 30 additional days) as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to 105% of, the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 and shall be issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to Agent in its sole discretion. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Account by any Borrower, whether before or after the Commitment Termination Date, Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Agent may elect, as shall be appliedor shall become due and payable by such Borrower to Agent and Lenders with respect to such Letter of Credit Obligations of such Borrower and, upon the satisfaction in full of all Letter of Credit Obligations of such Borrower, to any other Obligations of any Borrower then due and payable. (iv) No Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the extent permitted under applicable Lawsfunds 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 Borrowers to reimburse Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such L/C IssuerObligations, any remaining amount shall be paid to Borrowers or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be for the account of Agent.

Cash Collateral. (a) Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) Agent if, as of the Letter of Credit Expiration Date, any L/C Obligation Exposure for any reason remains outstanding, the applicable Borrowers shall, in each case, immediately deliver to the Administrative Agent Cash Collateralize Collateral in an amount equal to 103% of the then Outstanding Amount of all L/C Obligations Exposure. At any time that there shall exist a Defaulting Lender, promptly and in any event within 5 Business Days after any request of the Administrative Agent or an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in Issuing Bank (with a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants copy to the Administrative Agent), for the benefit of such L/C Issuer and Borrowers shall deliver to the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure relating to such Defaulting Lender (after giving effect to Section 2.22(a)(iii) and any Cash Collateral provided 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 Bank the Administrative Agent. The Borrowers, 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 Americathe Administrative Agent, the Issuing Banks and the Lenders (including the Swingline Lender), and agrees to maintain, a first priority 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 the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.21(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 Collateral Agent and Liens arising by operation of Law as herein provided, or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount of all L/C Obligationsapplicable Fronting Exposure and other obligations secured thereby, the Borrowers or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent, as Agent additional funds to be deposited as Cash Collateral, Collateral in an amount equal sufficient to the excess of (x) eliminate such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claimdeficiency. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash CollateralCollateral in respect of such Revolving Lender, such funds shall be applied, to the extent permitted under applicable LawsLaw, to reimburse such L/C Issuerthe applicable Issuing Bank in accordance with Section 2.05(c)(i). (c) 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 other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)) or (ii) the Administrative Agent’s and the applicable Issuing Bank’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 or Event of Default (and following application as provided in this Section 2.21 may be otherwise applied in accordance with Section 2.16(c)), and (y) the Person providing Cash Collateral and the applicable Issuing Bank or the Swingline Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. (a) Upon the request of the Administrative Agent, Agent or an Issuer (i) if any L/C such Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the expiry date for any Letter of Credit Expiration DateCredit, any L/C Obligation with respect to such Letter of Credit for any reason remains outstanding, the Borrowers Company shall, in each case, immediately Cash Collateralize (or, solely with respect to clause (ii) above, provide other Backup Support) in the amount of the then Outstanding Amount outstanding amount of all L/C Obligations in an amount equal to 103% respect of such L/C Obligations Letter of Credit. At any time that there shall exist a Defaulting Lender, promptly upon the request of the Agent, an Issuer, or otherwise a Swing Line Lender, the Company shall deliver to the Agent Cash Collateral in an amount and/or sufficient to cover all Fronting Exposure (after giving effect to Section 3.12(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (b) All Cash Collateral shall be maintained in a manner reasonably acceptable blocked, interest bearing deposit accounts at the Agent. The Company, and to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of extent provided by any Lender, such term have corresponding meanings. Each Borrower Lender, hereby grants to (and subjects to the Administrative control of) the Agent, for the benefit of such L/C Issuer the Agent, the applicable Issuer, and the Lendersapplicable Swing Line Lender, and agrees to maintain, a first priority security interest (subject to any Lien permitted pursuant to Section 8.01(c) or Section 8.01(p)) in all such cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. , all as security for the obligations to which such Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied pursuant to Section 3.11(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim (subject to any Lien permitted pursuant to Section 8.01(c) or Section 8.01(p)) of any Person other than the Administrative Agent and Liens arising by operation of Law as herein provided, or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount applicable Fronting Exposure and other obligations secured thereby, the Company or the relevant Defaulting Lender will, promptly upon demand by the Agent (which demand shall include a reasonably detailed accounting of all the amount so demanded), pay or provide to the Agent 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 Article III or Section 2.06, Section 2.11 or Section 9.02 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 Borrowers willCash Collateral was so provided, forthwith upon demand 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 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 Administrative Agent, pay to termination of Defaulting Lender status of the Administrative Agentapplicable Lender (or, as additional funds appropriate, its assignee following compliance with Section 11.07(a)(vii))), or (ii) the Agent’s good faith determination (not to be deposited as unreasonably withheld or delayed) that the amount of Cash Collateral, Collateral held exceeds an amount equal to 105% of the excess Fronting Exposure or other obligations secured thereby; provided, that, (A) Cash Collateral furnished by or on behalf of a Borrower shall not be released during the continuance of a Default or Event of Default, and (x) such aggregate Outstanding Amount over (yB) the total amount of funds, if any, then held as Person providing Cash Collateral and the applicable Issuer or the applicable Swing Line Lender, as applicable, may agree that the Administrative Agent determines Cash Collateral 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 Laws, to reimburse such L/C Issuersupport future anticipated Fronting Exposure or other obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If the Borrowers are required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of Obligations pursuant to this Agreement prior to the Letter of Credit Expiration Maturity Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately will pay to Administrative Agent for the ratable benefit of itself and Revolving Lenders cash or cash equivalents acceptable to Administrative Agent (“Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents”) in an amount equal to 103105% of such L/C Obligations the maximum amount then available to be drawn under each applicable Letter of Credit outstanding. Such funds or otherwise in an amount and/or Cash Equivalents shall be held by Administrative Agent in a manner reasonably cash collateral account (the “Cash Collateral Account”) maintained at a bank or financial institution acceptable to the applicable L/C IssuerAdministrative Agent. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver The Cash Collateral hereunder. Derivatives Account shall be in the name of such term have corresponding meanings. Each Administrative Borrower hereby grants and shall be pledged to, and subject to the control of, Administrative Agent, for the benefit of such L/C Issuer Administrative Agent and Revolving Lenders, in a manner satisfactory to Administrative Agent. Borrowers hereby pledge and grant to Administrative Agent, on behalf of itself and the Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral This Agreement, including this Section 2.07, shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Maturity Date, Borrower shall either (A) provide cash collateral therefore in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) deliver a stand-by letter (or letters) of credit in guarantee of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor and duration (plus thirty (30) additional days) as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to 105% of the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 and shall be issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to Administrative Agent in its sole discretion. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Account by the Borrowers, whether before or after the Maturity Date, Administrative Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Administrative Agent may elect, as shall be appliedor shall become due and payable by the Borrowers to Administrative Agent and Lenders with respect to such Letter of Credit Obligations of the Borrowers and, upon the satisfaction in full of all Letter of Credit Obligations of the Borrowers, to any other Obligations then due and payable. (iv) Neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the extent permitted under applicable Lawsfunds 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 the Borrowers to reimburse Administrative Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such L/C IssuerObligations any remaining amount shall be paid to the Borrowers or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be held as additional Collateral for the Obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) ifIf, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately promptly Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such the Outstanding Amount of all L/C Obligations or otherwise Obligations, pursuant to documentation in an amount and/or in a manner reasonably acceptable form and substance satisfactory to the applicable Agent and the L/C Issuer. Sections 2.04 2.05, 2.06(c) and 9.02(c8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower The Borrowers hereby grants grant to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, Agent a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingforegoing to secure all Obligations. Cash Collateral Such cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. If at any time the Administrative 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 Agent and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateralcash collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral cash collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateralcash collateral, such funds shall be appliedapplied to reimburse the L/C Issuer and, to the extent permitted under applicable Lawsnot so applied, shall thereafter be applied to reimburse such L/C Issuersatisfy other Obligations. Notwithstanding anything to the contrary in this Agreement, the remaining balance of the Cash Collateral will be returned to the Borrowers when all Letters of Credit have been terminated or discharged, all Revolving Loan Commitments have been terminated and all Obligations (other than contingent Obligations that by their terms survive the termination of this Agreement) have been paid in full in immediately available funds.

Cash Collateral. (a) Upon the request of the Administrative Agent, Agent or the applicable L/C Issuer (i) if any the 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, Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Borrower shall, in each case, immediately promptly deliver to the Administrative Agent Cash Collateralize Collateral in an amount sufficient to cover 103.0% of the then Outstanding Amount of all L/C Obligations in an amount equal to 103% Obligations. At any time that there shall exist a Defaulting Lender, promptly upon the request of such L/C Obligations the Administrative Agent or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to , the Borrower shall deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent Cash Collateral in an amount sufficient to cover 103.0% of all Fronting Exposure of such Defaulting Lender after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided 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, 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 such the Administrative Agent, the applicable L/C Issuer and the Revolving Credit Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. , all as security for the obligations to which such Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied 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 and Liens arising by operation of Law as herein provided or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount of all L/C Obligationsapplicable Fronting Exposure and other obligations secured thereby, the Borrowers willBorrower 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 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 provided for herein. (d) 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 (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, (x) such aggregate Outstanding Amount over that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Specified 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 total amount of funds, if any, then held as Person providing Cash Collateral that and the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C IssuerIssuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. (a) Upon the request of the Administrative Agent, Agent or an Issuer (i) if any L/C such Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the expiry date for any Letter of Credit Expiration DateCredit, any L/C Obligation with respect to such Letter of Credit for any reason remains outstanding, the Borrowers Borrower shall, in each case, immediately Cash Collateralize (or, solely with respect to clause (ii), provide other Backup Support) in the amount of the then Outstanding Amount outstanding amount of all L/C Obligations in an amount equal to 103% respect of such L/C Obligations Letter of Credit. At any time that there shall exist a Defaulting Lender, promptly upon the request of the Agent, any Issuer or otherwise the Swing Line Lender, the Borrower shall deliver to the Agent Cash Collateral in an amount and/or sufficient to cover all Fronting Exposure (after giving effect to Section 3.11(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (b) All Cash Collateral shall be maintained in a manner reasonably acceptable blocked, interest bearing deposit accounts at the Agent. The Borrower, and to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of extent provided by any Lender, such term have corresponding meanings. Each Borrower Lender, hereby grants to (and subjects to the Administrative control of) the Agent, for the benefit of such L/C Issuer the Agent, the Issuers and the LendersLenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest (subject to any Lien permitted pursuant to Section 8.01(c) or (j)) in all such cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. , all as security for the obligations to which such Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied pursuant to Section 3.10(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim (subject to any Lien permitted pursuant to Section 8.01(c) or (j)) of any Person other than the Administrative Agent and Liens arising by operation of Law as herein provided, or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Agent (which demand shall include a reasonably detailed accounting of all the amount so demanded), pay or provide to the Agent 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 Article III or Section 2.06, 2.09 or 9.02 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 Borrowers willCash Collateral was so provided, forthwith upon demand 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 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 Administrative Agent, pay to termination of Defaulting Lender status of the Administrative Agentapplicable Lender (or, as additional funds to be deposited as appropriate, its assignee following compliance with Section 11.07(a)(vii))) or (ii) the Agent’s good faith determination that there exists excess Cash Collateral, an amount equal to the excess of ; provided that (x) such aggregate Outstanding Amount over that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default, and (y) the total amount of funds, if any, then held as Person providing Cash Collateral and the related Issuer or Swing Line Lender, as applicable, may agree that the Administrative Agent determines Cash Collateral 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 Laws, to reimburse such L/C Issuersupport future anticipated Fronting Exposure or other obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any 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, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Company shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. In addition, if any Revolving Credit Lender shall become a Defaulting Lender, then upon a request of the Administrative Agent (made on behalf of itself or at the direction of any L/C Issuer), the Company shall immediately Cash Collateralize all of such Defaulting Lender’s Pro Rata Share of the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Defaulting Lender’s Pro Rata Share of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to Outstanding Amount, determined as of the applicable L/C Issuerdate of such request from the Administrative Agent). Sections 2.04 Section 2.05 and 9.02(c) Section 8.02 set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02, “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 (collectively, “Cash Collateral”) 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. Each Borrower The Company hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of AmericaJPMorgan. 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Company will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the L/C IssuerIssuers.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If Lower Lakes is required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C BorrowingObligations pursuant to the Agreement, or (ii) if, as including Section 8.2 of the Letter of Credit Expiration Agreement, prior to the Commitment Termination Date, any L/C Obligation Lower Lakes will pay to Agent for any reason remains outstanding, the Borrowers shall, in each case, immediately ratable benefit of itself and Cdn. Revolving Lenders cash or Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents in an amount equal to 103105% of such L/C Obligations the maximum amount then available to be drawn under each applicable Letter of Credit outstanding. Such funds or otherwise Cash Equivalents shall be held by Agent in an amount and/or in one or more cash collateral accounts (the "Cash Collateral Accounts") maintained at a manner reasonably bank or financial institution acceptable to the applicable L/C IssuerAgent. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver The Cash Collateral hereunder. Derivatives Accounts shall be in the name of such term have corresponding meanings. Each Borrower hereby grants Lower Lakes and shall be pledged to, and subject to the Administrative control of, Agent, for the benefit of such L/C Issuer Agent and the Lenders, in a manner satisfactory to Agent. Lower Lakes hereby pledges and grants to Agent, on behalf of itself and Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Accounts from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral The Agreement, including this Annex B, shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Lower Lakes shall either (A) provide cash collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be cancelled and returned, or (C) deliver a stand-by letter (or letters) of credit in guarantee of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor (including currency) and duration (plus thirty (30) additional days) as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to 105% of the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 and shall be Issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to Agent in its sole discretion. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Accounts by Lower Lakes, whether before or after the Commitment Termination Date, Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Accounts to the payment of any amounts, and in such order as Agent may elect, as shall be appliedor shall become due and payable by Lower Lakes to Agent and Lenders with respect to such Letter of Credit Obligations of Lower Lakes and, upon the satisfaction in full of all Letter of Credit Obligations of Lower Lakes, to any other Obligations then due and payable. (iv) Neither Lower Lakes nor any Person claiming on behalf of or through Lower Lakes shall have any right to withdraw any of the extent permitted under applicable Lawsfunds or Cash Equivalents held in the Cash Collateral Accounts, except that upon the termination of all Letter of Credit Obligations and the payment of all amounts payable by Lower Lakes to reimburse Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Accounts shall be applied to other Obligations then due and owing and upon payment in full of such L/C IssuerObligations any remaining amount shall be paid to Lower Lakes or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be held as additional collateral.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C BorrowingBorrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers shallBorrower shall promptly Cash Collateralize (x) in the case of clause (i), 100% and (y) in the case of clause (ii), 103%, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (such Outstanding Amount to be determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be) or, in an the case of clause (ii), provide a back to back letter of credit in a face amount at least equal to 103% of the then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably satisfactory to the L/C Obligations Issuer in its reasonable discretion. Any Letter of Credit that is so Cash Collateralized or otherwise in an amount and/or in respect of which such a manner reasonably acceptable back-to-back letter of credit shall have been issued shall be deemed no longer outstanding for purposes of this Agreement. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the applicable Administrative Agent, for the benefit of the L/C Issuer. Sections 2.04 Issuer and 9.02(cthe Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) set forth certain additional requirements pursuant to deliver Cash Collateral hereunderdocumentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank designated by the Administrative Agent and which is under the sole dominion and control of Americathe Administrative Agent and shall be deposited in an interest-bearing account. 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 and Liens or claims of the depositary bank arising by operation of Law law or that the total amount of such funds is less than the aggregate Outstanding Amount amount required by the first sentence of all L/C Obligationsthis clause (g), the Borrowers 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 designated by the Administrative Agent as Cash Collateralaforesaid, an amount equal to the excess of (x) 100% or 103%, as applicable, of such aggregate Outstanding Amount over (y) 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 LawsLaw, to reimburse the L/C Issuer. To the extent the amount of any Cash Collateral exceeds 100% or 103%, as applicable, of the then Outstanding Amount of such L/C IssuerObligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any 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 BorrowingBorrowing that has not been repaid or reimbursed in accordance with Section 2.03(c), or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the applicable Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C IssuerObligations. Sections 2.04 and 9.02(c8.02(iii) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Agreement and the other Loan Documents, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the applicable L/C Issuers and the Appropriate 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 applicable L/C Issuers (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such term have corresponding meanings. Each applicable Borrower hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer Issuers and the Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at ▇▇▇▇▇ Fargo Bank, the Canadian Reference Bank of Americaor such other commercial bank to which the Administrative Agent may consent in its sole discretion. If at any time the Administrative Agent reasonably determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and Liens arising by operation of Law (or such other commercial bank to which the Administrative Agent has consented as described in the preceding sentence) or that the total amount of such funds is less than the aggregate Outstanding Amount of all applicable L/C Obligations, the Borrowers will, forthwith upon within one Business Day of demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the applicable L/C Issuer.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) ifIf, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103105% of such the Outstanding Amount of all L/C Obligations or otherwise Obligations, pursuant to documentation in an amount and/or in a manner reasonably acceptable form and substance satisfactory to the applicable Agent and the L/C IssuerIssuer (which documents are hereby Consented to by the Lenders). Sections 2.04 2.05, 2.06(c) and 9.02(c8.02(iii) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower The Borrowers hereby grants grant to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, Agent a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingforegoing to secure all Obligations. Cash Collateral Such cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of AmericaCitizens Bank. If at any time the Administrative 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 Agent and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateralcash collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral cash collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateralcash collateral, such funds shall be appliedapplied to reimburse the L/C Issuer and, to the extent permitted under applicable Lawsnot so applied, shall thereafter be applied to reimburse such L/C Issuersatisfy other Obligations.

Cash Collateral. (i) Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (iiA) if, as of the Letter of Credit Expiration Date or the Termination Date, any L/C Obligation for any reason remains outstandingoutstanding or (B) if an Event of Default has occurred and is continuing, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all such L/C Obligations Obligation. (ii) Section 2.04 and 8.02(a)(iii) set forth certain additional requirements to deliver cash collateral hereunder. “Cash Collateralize” means (A) to pledge to the Administrative Agent and deposit in a L/C Cash Collateral Account, for the benefit of the applicable L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to 103% of such the L/C Obligations pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer (which documents are hereby consented to by the Lenders), or otherwise in an amount and/or in a manner reasonably acceptable (B) to deliver to the applicable L/C Issuer. Sections 2.04 Issuer a backstop letter of credit (in form and 9.02(c) set forth certain additional requirements substance reasonably satisfactory to deliver Cash Collateral hereunderthe L/C Issuer and the Administrative Agent, and issued by a U.S. commercial bank acceptable to each of such L/C Issuer and the Administrative Agent, in their commercially reasonable discretion). Derivatives of such term have corresponding meanings. Each Borrower The Borrowers hereby grants grant to the Administrative Agent, for the benefit of such the L/C Issuer Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americathe L/C Cash Collateral Account. If at any time the Administrative Agent determines that any funds held as in the L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Obligations Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as in the L/C Cash CollateralCollateral Account, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as in the L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as in the L/C Cash CollateralCollateral Account, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the L/C IssuerIssuer for the amount of such drawing.

Cash Collateral. Upon the request If, as of the Administrative Agentdate of expiration of the Availability Period, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize each such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% of such the L/C Obligations Obligation in respect of such Letter of Credit determined as of the date of such expiration of the Availability Period). For purposes hereof, "CASH COLLATERALIZE" means to pledge and deposit with or otherwise in an amount and/or in a manner reasonably acceptable deliver to the applicable Administrative Agent, for the benefit of the relevant L/C Issuer. Sections 2.04 Issuer and 9.02(cthe Banks, as collateral for each L/C Obligation, cash or deposit account balances pursuant to agreements (each, a "CASH COLLATERAL ACCOUNT AGREEMENT") set forth certain additional requirements to deliver Cash Collateral hereunder. substantially in the form attached hereto as EXHIBIT H. Derivatives of such term have corresponding meanings. Each The Borrower hereby grants to the Administrative Agent, for the benefit of such the relevant L/C Issuer and the LendersBanks, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americathe Cash Collateral Account(s). 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 and Liens arising by operation of Law or that the total amount of such funds with respect to each outstanding Letter of Credit is less than the aggregate Outstanding Amount amount of all the L/C ObligationsObligation in respect of such Letter of Credit, the Borrowers Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as and held in the Cash CollateralCollateral Account(s), an amount equal to the excess of (xa) such aggregate Outstanding Amount with respect to such Letter of Credit over (yb) the total amount of funds, if any, then held as Cash Collateral with respect to such Letter of Credit that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Lawslaw, to reimburse such the L/C IssuerIssuer of such Letter of Credit.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If Borrower is required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C BorrowingObligations pursuant to the Agreement, or (ii) if, as including Section 8.2 of the Letter of Credit Expiration Agreement, prior to the Commitment Termination Date, any L/C Obligation Borrower will pay to Agent for any reason remains outstanding, the Borrowers shall, in each case, immediately ratable benefit of itself and Revolving Lenders cash or cash equivalents acceptable to Agent (“Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents”) in an amount equal to 103% of such L/C Obligations the maximum amount then available to be drawn under each applicable Letter of Credit outstanding. Such funds or otherwise in an amount and/or Cash Equivalents shall be held by Agent in a manner reasonably cash collateral account (the “Cash Collateral Account”) maintained at a bank or financial institution acceptable to the applicable L/C IssuerAgent. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver The Cash Collateral hereunder. Derivatives Account shall be in the name of such term have corresponding meanings. Each Borrower hereby grants and shall be pledged to, and subject to the Administrative control of, Agent, for the benefit of such L/C Issuer Agent and the Lenders, in a manner satisfactory to Agent. Borrower hereby pledges and grants to Agent, on behalf of itself and Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral The Agreement, including this Annex B, shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Borrower shall either (A) provide cash collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) deliver a stand-by letter (or letters) of credit in guarantee of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor and duration (plus thirty (30) additional days) as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to 103% of the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 and shall be issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to Agent in its sole discretion. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Account by Borrower, whether before or after the Commitment Termination Date, Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Agent may elect, as shall be appliedor shall become due and payable by Borrower to Agent and Lenders with respect to such Letter of Credit Obligations of Borrower and, upon the satisfaction in full of all Letter of Credit Obligations of Borrower, to any other Obligations then due and payable. (iv) Neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the extent permitted under applicable Lawsfunds 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 reimburse Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such L/C IssuerObligations any remaining amount shall be paid to Borrower or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be held as additional collateral.

Cash Collateral. Upon It is intended that at all times that the request Borrowers shall have contingent or other obligations (including obligations in respect of fees) relating to Letters of Credit, there shall be sufficient availability under the Commitment to reimburse the Issuer (and the Lenders) out of proceeds of Loans. Accordingly, in the event that there shall, at any time, be insufficient availability under the Commitment (after giving effect to all outstanding Loans) to do so (whether because the amount of the Administrative AgentCommitment is reduced pursuant to a mandatory reduction or is terminated at maturity, (i) if any L/C Issuer has honored any full upon acceleration or partial drawing request under any otherwise or because the amount of outstanding Loans and such Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as obligations exceeds the amount of the Letter of Credit Expiration Date, any L/C Obligation Commitment for any reason remains outstandingother reason), the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, Agent an amount equal to the excess aggregate face value of (x) such all outstanding Letters of Credit plus the aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that all unreimbursed Drawings plus the amount of all fees or other obligations in respect of Letters of Credit to the extent of such excess. Such amount shall be maintained by the Administrative Agent determines in an interest-bearing cash collateral account in the name of and for the benefit of the Issuer and the Lenders to secure such payment obligations of the Borrowers. Upon receipt of a notice from the Issuer that there are unreimbursed Drawings or other amounts due in respect of such Letters of Credit (which notice shall set forth the amount of such unreimbursed Drawings or other obligations) the Administrative Agent shall promptly disburse from the cash collateral account the amount specified in the notice and shall pay such amount to the Issuer and Lenders ratably in accordance with the respective amounts owing to each such Person, first, for fees and indemnities until the same are paid in full and, second, for unreimbursed Drawings. The Administrative Agent and the Issuer may rely on their records as to any amounts so owing and shall be free fully protected in doing so. Such records shall be conclusive, absent manifest error. At any time that the Commitment again becomes available for reimbursement of Drawings under outstanding Letters of Credit such that (i) the sum of the Commitment at that time and clear the amount in the cash collateral account exceeds (ii) the sum of all outstanding Loans, the face amount of all outstanding Letters of Credit and the amount of all unreimbursed Drawings, then, upon written request of NCO Group (on behalf of the Borrowers) (which request shall (A) represent that there exists no Default or Event of Default and (B) specify the amount of such excess), the Administrative Agent shall release such excess amount to the Borrowers from the cash collateral account. If all Obligations (other than Obligations constituting contingent obligations under indemnification provisions which survive indefinitely, so long as no unsatisfied claim has been made under any such right indemnification provision) have been indefeasibly paid in full in cash, all Commitments have terminated and claim. Upon all Letters of Credit have expired, promptly following demand by NCO Group (on behalf of the drawing of any Borrowers) the Administrative Agent shall release to the Borrowers all remaining funds in the Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuercash collateral account.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If Borrower is required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of Obligations pursuant to the Letter of Credit Expiration Agreement prior to the Commitment Termination Date, any L/C Obligation Borrower will pay to Agent for any reason remains outstanding, the Borrowers shall, in each case, immediately ratable benefit of itself and Revolving Lenders cash or cash equivalents acceptable to Agent (“Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents”) in an amount equal to 103% of such L/C Obligations the maximum amount then available to be drawn under each applicable Letter of Credit outstanding, plus fees and expenses reasonably expected to be incurred in connection with draws thereunder. Such funds or otherwise in an amount and/or Cash Equivalents shall be held by Agent in a manner reasonably cash collateral account (the “Cash Collateral Account”) maintained at a bank or financial institution acceptable to the applicable L/C IssuerAgent. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver The Cash Collateral hereunder. Derivatives Account shall be in the name of such term have corresponding meanings. Each Borrower hereby grants and shall be pledged to, and subject to the Administrative control of, Agent, for the benefit of such L/C Issuer Agent and the Lenders, in a manner satisfactory to Agent. Borrower hereby pledges and grants to Agent, on behalf of itself and Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral The Agreement, including this Annex B, shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Borrower shall either (A) provide cash collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) deliver a stand-by letter (or letters) of credit in guarantee of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor and duration (plus thirty (30) additional days) as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to 103% of the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 fees and expenses reasonably expected to be incurred in connection with draws thereunder and shall be issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to Agent in its sole discretion. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Account by Borrower, whether before or after the Commitment Termination Date, Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Agent may elect, as shall be appliedor shall become due and payable by Borrower to Agent and Lenders with respect to such Letter of Credit Obligations of Borrower and, upon the satisfaction in full of all Letter of Credit Obligations of Borrower, to any other Obligations then due and payable. (iv) Neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the extent permitted under applicable Lawsfunds 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 reimburse Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such L/C IssuerObligations, any remaining amount shall be paid to Borrower or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be for the account of Agent.

Cash Collateral. (a) Upon the request of the Administrative Agent, Agent or the applicable L/C Issuer (i) if any the 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, Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of such L/C Obligations the Administrative Agent or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements , the Borrower shall deliver to deliver the Administrative Agent Cash Collateral hereunderin an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided 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. Derivatives of The Borrower, and to the extent provided by any Lender, such term have corresponding meanings. Each Borrower Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of such the Administrative Agent, each applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such Cash Collateral (including cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. ) as security for the obligations to which such Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied 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 and Liens arising by operation of Law as herein provided, or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount of all L/C Obligationsapplicable Fronting Exposure and other obligations secured thereby, the Borrowers 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 provided for herein. (d) 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 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, that (x) such aggregate Outstanding Amount over 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 total amount of funds, if any, then held as Person providing Cash Collateral that and the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C IssuerIssuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If Borrower is required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C BorrowingObligations pursuant to the Agreement, or (ii) if, as including Section 8.2 of the Letter of Credit Expiration Agreement, prior to the Commitment Termination Date, any L/C Obligation Borrower will pay to Agent for any reason remains outstanding, the Borrowers shall, in each case, immediately ratable benefit of itself and Revolving Lenders cash or cash equivalents acceptable to Agent (“Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents”) in an amount equal to 103105% of such L/C Obligations the maximum amount then available to be drawn under each applicable Letter of Credit outstanding. Such funds or otherwise in an amount and/or Cash Equivalents shall be held by Agent in a manner reasonably cash collateral account (the “Cash Collateral Account”) maintained at a bank or financial institution acceptable to the applicable L/C IssuerAgent. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver The Cash Collateral hereunder. Derivatives Account shall be in the name of such term have corresponding meanings. Each Borrower hereby grants and shall be pledged to, and subject to the Administrative control of, Agent, for the benefit of such L/C Issuer Agent and the Lenders, in a manner satisfactory to Agent. Borrower hereby pledges and grants to Agent, on behalf of itself and Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral The Agreement, including this Annex B, shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Borrower shall either (A) provide cash collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) deliver a stand-by letter (or letters) of credit in guarantee of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor and duration (plus thirty (30) additional days) as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to 105% of the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 and shall be issued by a Person, and shall be subject to such terms and conditions, as are satisfactory to Agent in its sole discretion. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Account by Borrower, whether before or after the Commitment Termination Date, Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Agent may elect, as shall be appliedor shall become due and payable by Borrower to Agent and Lenders with respect to such Letter of Credit Obligations of Borrower and, upon the satisfaction in full of all Letter of Credit Obligations of Borrower, to any other Obligations then due and payable. (iv) Neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the extent permitted under applicable Lawsfunds 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 reimburse Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such L/C IssuerObligations any remaining amount shall be paid to Borrower or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be held as additional collateral.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C BorrowingBorrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers shallrelevant Borrower shall promptly Cash Collateralize (x) in the case of clause (i), 100% and (y) in the case of clause (ii), 103%, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (such Outstanding Amount to be determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be) or, in an the case of clause (ii), provide a back to back letter of credit in a face amount at least equal to 103% of the then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably satisfactory to the L/C Obligations Issuer in its reasonable discretion. Any Letter of Credit that is so Cash Collateralized or otherwise in an amount and/or in respect of which such a manner reasonably acceptable back-to-back letter of credit shall have been issued shall be deemed no longer outstanding for purposes of this Agreement. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the applicable Administrative Agent, for the benefit of the L/C Issuer. Sections 2.04 Issuer and 9.02(cthe Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) set forth certain additional requirements pursuant to deliver Cash Collateral hereunderdocumentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank designated by the Administrative Agent and which is under the sole dominion and control of Americathe Administrative Agent and shall be deposited in an interest-bearing account. 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 and Liens or claims of the depositary bank arising by operation of Law law or that the total amount of such funds is less than the aggregate Outstanding Amount amount required by the first sentence of all L/C Obligationsthis clause (g), the Borrowers relevant 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 designated by the Administrative Agent as Cash Collateralaforesaid, an amount equal to the excess of (x) 100% or 103%, as applicable, of such aggregate Outstanding Amount over (y) 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 LawsLaw, to reimburse the L/C Issuer. To the extent the amount of any Cash Collateral exceeds 100% or 103%, as applicable, of the then Outstanding Amount of such L/C IssuerObligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the relevant Borrower.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If Borrowers are required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of Obligations pursuant to the Letter of Credit Expiration Agreement prior to the Commitment Termination Date, any L/C Obligation each Borrower will pay to Agent for any reason remains outstanding, the Borrowers shall, in each case, immediately ratable benefit of itself and Revolving Lenders cash or cash equivalents acceptable to Agent (“Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents”) in an amount equal to 103105% of the maximum amount then available to be drawn under each applicable Letter of Credit outstanding for the benefit of such L/C Obligations Borrower. Such funds or otherwise in an amount and/or Cash Equivalents shall be held by Agent in a manner reasonably cash collateral account (the “Cash Collateral Account”) maintained at a bank or financial institution acceptable to Agent. The Cash Collateral Account shall be in the name of the applicable L/C Issuer. Sections 2.04 Borrower and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants shall be pledged to, and subject to the Administrative control of, Agent, for the benefit of such L/C Issuer Agent and the Lenders, in a manner reasonably satisfactory to Agent. Each Borrower hereby pledges and grants to Agent, on behalf of itself and Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral The Agreement, including this Annex B, shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, each applicable Borrower shall either (A) provide cash collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) with the consent of Agent, deliver a stand-by letter (or letters) of credit in guaranty of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor and duration as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to 105% of the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 and shall be issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to Agent in its sole discretion. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Account by Borrower, whether before or after the Commitment Termination Date, Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Agent may elect, as shall be appliedor shall become due and payable by such Borrower to Agent and Lenders with respect to such Letter of Credit Obligations of such Borrower and, upon the satisfaction in full of all Letter of Credit Obligations, to any other Obligations of such Borrower then due and payable. (iv) No Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the extent permitted under applicable Lawsfunds 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 Borrowers to reimburse Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such L/C Issuerother Obligations, any remaining amount shall be paid to Borrowers or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be for the account of Agent.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit L/C Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C IssuerObligations. Sections 2.04 2.3(a), 2.5 and 9.02(c8.2(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to Agent and the L/C Issuer (which documents are hereby consented to by Lenders). Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the L/C Issuer.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any 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 Borrowinga Borrowing pursuant to Section 2.3(e)(iii), or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation in respect of any Letter of Credit (including any Borrowing made pursuant to Section 2.3(e)(iii)) for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C such outstanding Obligations in an amount equal to 103% one hundred percent (100%) of such L/C Obligations the aggregate undrawn amount of all outstanding Letters of Credit plus one hundred percent (100%) of all Unreimbursed Amounts (including any Borrowings made pursuant to Section 2.3(e)(iii)) and all interest, fees or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuerother amounts payable with respect thereto. Sections 2.04 and 9.02(c) set Section 11.3 sets forth certain additional requirements to deliver Cash Collateral hereunder. As used herein, “Cash Collateralize” means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the Letter of Credit Issuers and the Tranche A Lenders, as collateral for the Obligations in respect of Letter of Credits, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Collateral Agent and the Letter of Credit Issuers (which documents are hereby consented to by the Tranche A Lenders). Derivatives of such term have corresponding meanings. Each Borrower The Borrowers hereby grants grant to the Administrative Agent, for the benefit of such L/C the Letter of Credit Issuer and the Tranche A Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americathe Collateral Agent. If at any time the Administrative 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligationsamount required pursuant to this Section 2.3(i), the Borrowers will, forthwith upon demand by the Administrative Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount required amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative 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 Lawslaw, to reimburse such L/C the applicable Letter of Credit Issuer.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any 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, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit for any reason remains outstandingoutstanding and partially or wholly undrawn, the Borrowers shall, in each case, Borrower shall immediately Cash Collateralize (A) with respect to clause (i) above, the amount of such L/C Borrowing, and (B) with respect to clause (ii) above, the Dollar amount of the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise in an amount and/or in a manner reasonably acceptable the Letter of Credit Expiration Date, as the case may be, and adjusted from time to time as the applicable L/C IssuerAdministrative Agent may, acting reasonably, determine due to currency fluctuations). Sections 2.04 and 9.02(cSection 8.02(c) set sets forth certain additional requirements to deliver Cash Collateral hereunder. “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 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. Each The Borrower hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation for the benefit of Law the Secured Parties or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers 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 at Bank of America as Cash Collateralaforesaid, an amount equal to the excess of (xa) such aggregate Outstanding Amount over (yb) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Lawslaw, to reimburse such the applicable L/C Issuer.

Cash Collateral. Upon the request of the Administrative Agent, (a) If (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an Unreimbursed L/C BorrowingDisbursement, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal Borrower shall be required to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver provide Cash Collateral hereunder. Derivatives pursuant to Section 7.01, or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of such term have corresponding meanings. Each Borrower hereby grants to clause (iii) above), or within one Business Day following any request by the Administrative Agent, for Agent or the benefit of such L/C Issuer and the Lenders, a security interest (in all such cashother cases), deposit accounts and all balances therein and all proceeds of the foregoing. provide Cash Collateral shall be maintained in blockedan amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, non-interest bearing deposit accounts at Bank of Americaafter giving effect to Section 2.27 (a)(iv) and any Cash Collateral provided by the Defaulting Lender). 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the L/C Issuer. (b) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority 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 the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.26(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Truist Bank. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.26 or Section 2.27 or 7.02 in respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swingline 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 be provided for herein. (d) 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 9.04(b)(ii)(B))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, 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. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If any Letter of Credit and such drawing has resulted in an Obligations or Eligible Trade L/C BorrowingObligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, or (ii) if, as if L/C Availability is less than zero or would be reduced to less than zero upon the incurrence of the additional Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all Obligations or Eligible Trade L/C Obligations (an "L/C Availability Short-Fall"), Borrower will pay to Agent for the benefit of the Lenders cash or cash equivalents acceptable to Agent ("Cash Equivalents") in an amount equal to 103the greater of (1) 100% of such the maximum then available to be drawn under each applicable Letter of Credit or Eligible Trade L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, outstanding for the benefit of Borrower, plus such amount as Agent may request to cover fees, costs and expenses (including attorneys' fees and expenses) which may be incurred with respect thereto in the case of cash collateral to be provided on the Commitment Termination Date or (2) in the amount of the L/C Issuer Availability Short-Fall in the case where L/C Availability is or would be reduced to less than zero. Such funds or Cash Equivalents shall be held by Agent in a cash collateral account (the "Cash Collateral Account") maintained at a bank or financial institution acceptable to agent. The Cash Collateral Account shall be in the name of Agent (as a cash collateral account), and shall be under the sole dominion and control of Agent and subject to the terms of this Schedule B. Borrower hereby pledges and grants to Agent, on behalf of Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoing. Cash Collateral shall be maintained in blockedLetter of Credit Obligations, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all Eligible Trade L/C Obligations and other Obligations, whether or not then due. This Agreement, including this Schedule B, shall constitute a security agreement under applicable law. From time to time after funds or cash equivalents are deposited in the Borrowers willCash Collateral Account by Borrower, forthwith 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 Agent may elect, as shall be or shall become due and payable by Borrower to the Lenders with respect to such Letter of Credit Obligations or Eligible Trade L/C Obligations and, upon demand the satisfaction in full of all Letter of Credit Obligations or Eligible Trade L/C Obligations of Borrower outstanding at the Commitment Termination Date or otherwise upon elimination of the L/C Availability Short-Fall, to any other Obligations of Borrower then due and payable. All sums remaining after application of funds from the Cash Collateral Account as herein provided shall be returned to Borrower. Agent shall at the direction of Borrower invest the funds in the Cash Collateral Account in short term investments issued or fully guaranteed by the Administrative AgentUnited States government or an agency thereof, pay and to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal extent not applied to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of fundsObligations as provided herein, interest and earnings thereon, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuerproperty of Borrower.

Cash Collateral. (i) Upon the request of the Administrative Agent, (iA) if any 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, or (iiB) if, as of the Letter of Credit Expiration Date, any L/C Obligation Obligations for any reason remains outstanding, the Borrowers applicable 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 GFI at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, GFI shall Cash Collateralize (and/or cause the Foreign Borrower to Cash Collateralize) the L/C Obligations in an amount equal to 103% the amount by which the Outstanding Amount of such all L/C Obligations or otherwise exceeds the Letter of Credit Sublimit. (iii) 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 an amount and/or in a manner reasonably acceptable order to protect against the applicable L/C Issuer. Sections results of exchange rate fluctuations. (iv) Section 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.04 and Section 9.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the applicable L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuer.

Cash Collateral. Upon the request of the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent, ) (i) if any such L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit remains outstanding, or any other L/C Obligation for any reason remains outstanding, the Borrowers Borrower shall, in each case, immediately within one Business Day following written request by the Administrative Agent, Cash Collateralize 100% of the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C IssuerObligations. Sections 2.04 2.05, 2.17 and 9.02(c8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives In addition, at any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize 100% of the Fronting Exposure with respect to such term have corresponding meaningsDefaulting Lender (determined after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender). Each Borrower The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer Issuers and the Lenders, as applicable, a first priority security interest in all such cash, deposit 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. , all as security for the obligations for which Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied as set forth herein. If at any time the Administrative Agent determines that any funds held as Cash Collateral are provided pursuant to this Agreement is subject to any right or claim of any Person other than the Administrative Agent and as herein provided (other than Liens arising by operation of Law permitted pursuant to Section 7.01(c)), or that the total amount of such funds Cash Collateral is less than 100% of the aggregate Outstanding Amount of all L/C Obligationsapplicable Fronting Exposure and other obligations secured thereby, the Borrowers Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by any 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 financial institution that serves as Administrative Agent. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Agreement 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 be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free provided by a Defaulting Lender, any interest accrued on such obligation) and clear of any such right and claim. Upon the drawing of any Letter of Credit other obligations for which funds are on deposit the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. Cash Collateral, such funds shall be applied, Collateral (or the appropriate portion thereof) provided to the extent permitted under applicable Laws, to reimburse such reduce any L/C Issuer’s Fronting Exposure or to secure 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 termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi)) or (ii) the determination by the Administrative Agent and the applicable L/C Issuers 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 (and following application as provided in this Section 2.03(g) may be otherwise applied in accordance with Section 8.03), and (y) that the Person providing Cash Collateral and each L/C Issuer may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure and other obligations and shall remain subject to the security interest granted pursuant to the Loan Documents; and provided further that to the extent that such Cash Collateral was provided by or on behalf of the Borrower or any other Loan Party and is not released as aforesaid, then such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit L/C Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers shall, in each case, Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Borrowing or the L/C Expiration Date, as the case may be). In addition, if, as of the date Parent ceases to be a Guarantor, any Letter of Credit issued for the account of Parent or any of its Subsidiaries (other than any member of the Consolidated Group) may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations or otherwise with respect to any such Letter of Credit (in an amount and/or in equal to such Outstanding Amount determined as of the date Parent ceases to be a manner reasonably acceptable Guarantor). The Administrative Agent may, at any time and from time to time after the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain initial deposit of Cash Collateral, request that additional requirements to deliver Cash Collateral hereunderbe provided in order to protect against the results of exchange rate fluctuations. Derivatives of such term have corresponding meanings. Each The Borrower hereby grants to the Administrative Agent, for the benefit of such the applicable L/C Issuer and the Revolving Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts or money market fund accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuer.

Cash Collateral. Upon the request of the Administrative AgentAgent or the relevant L/C Issuer, (i) if any 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, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers Borrower shall, in each casewithin three Business Days, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise the Letter of Credit Expiration Date, as the case may be) or, in an amount and/or the case of clause (ii), provide a back-to-back letter of credit in a manner reasonably acceptable face amount at least equal to the applicable then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably satisfactory to the relevant L/C Issuer. Sections 2.04 For purposes hereof, “Cash Collateralize” means to pledge and 9.02(cdeposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) set forth certain additional requirements pursuant to deliver Cash Collateral hereunderdocumentation 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. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaa Cash Collateral Account. 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 rights or claims of the Administrative Agent and Liens arising by operation of Law law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as and held in the Cash CollateralCollateral Account, an amount equal to the excess of (xA) such aggregate Outstanding Amount over (yB) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable LawsLaw, to reimburse such the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the aggregate Outstanding Amount of all L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If Borrowers are required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of Obligations pursuant to the Letter of Credit Expiration Agreement prior to the Commitment Termination Date, any L/C Obligation Borrowers will pay to Agent for any reason remains outstanding, the Borrowers shall, in each case, immediately ratable benefit of itself and Lenders cash or cash equivalents acceptable to Agent ("Cash Collateralize the then Outstanding Amount of all L/C Obligations Equivalents") in an amount equal to 103% one hundred five percent (105%) of such L/C Obligations the maximum amount then available to be drawn under each applicable Letter of Credit outstanding for the benefit of Borrowers. Such funds or otherwise in an amount and/or Cash Equivalents shall be held by Agent in a manner reasonably cash collateral account (the "Cash Collateral Account") maintained at a bank or financial institution acceptable to the applicable L/C IssuerAgent. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver The Cash Collateral hereunder. Derivatives Account shall be in the name of such term have corresponding meanings. Each Borrower hereby grants Borrowers and shall be pledged to, and subject to the Administrative control of, Agent, for the benefit of such L/C Issuer Agent and the Lenders, in a manner satisfactory to Agent. Each Borrower hereby pledges and grants to Agent, on behalf of itself and Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingLetter of Credit Obligations and other Obligations, whether or not then due. Cash Collateral The Agreement, including this Annex B, shall constitute a security agreement under applicable law. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Borrowers shall either (A) provide cash collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) deliver a stand-by letter (or letters) of credit in guaranty of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be maintained of like tenor and duration (plus 30 additional days) as, and in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to one hundred five percent (105%) of, the excess of (x) such aggregate Outstanding Amount over (y) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent 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 and shall be issued by a Person, and shall be subject to such terms and conditions, as are satisfactory to Agent in its reasonable discretion. (iii) From time to time after funds are on deposit as deposited in the Cash CollateralCollateral Account by any Borrower, whether before or after the Commitment Termination Date, Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Agent may elect, as shall be appliedor shall become due and payable by such Borrower to Agent and Lenders with respect to such Letter of Credit Obligations of such Borrower and, upon the satisfaction in full of all Letter of Credit Obligations of such Borrower, to any other Obligations of any Borrower then due and payable. (iv) No Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the extent permitted under applicable Lawsfunds 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 Borrowers to reimburse Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such L/C IssuerObligations, any remaining amount shall be paid to Borrowers or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be for the account of Borrowers.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under If any Letter of Credit and such drawing has resulted in an Obligations or Eligible Trade L/C BorrowingObligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, or (ii) if, as if L/C Availability is less than zero or would be reduced to less than zero upon the incurrence of the additional Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all Obligations or Eligible Trade L/C Obligations (an "L/C Availability Short-Fall"), Borrower will pay to Agent for the benefit of the Lenders cash or cash equivalents acceptable to Agent ("Cash Equivalents") in an amount equal to 103the greater of (1) 100% of such the maximum then available to be drawn under each applicable Letter of Credit or Eligible Trade L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, outstanding for the benefit of Borrower, plus such amount as Agent may request to cover fees, costs and expenses (including attorneys' fees and expenses) which may be incurred with respect thereto in the case of cash collateral to be provided on the Commitment Termination Date or (2) in the amount of the L/C Issuer Availability Short-Fall in the case where L/C Availability is or would be reduced to less than zero. Such funds or Cash Equivalents shall be held by Agent in a cash collateral account (the "Cash Collateral Account") maintained at a bank or financial institution acceptable to agent. The Cash Collateral Account shall be in the name of Agent (as a cash collateral account), and shall be under the sole dominion and control of Agent and subject to the terms of this Schedule B. Borrower hereby pledges and grants to Agent, on behalf of Lenders, a security interest in all such cash, deposit accounts funds and all balances therein Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoing. Cash Collateral shall be maintained in blockedLetter of Credit Obligations, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all Eligible Trade L/C Obligations and other Obligations, whether or not then due. The Agreement, including this Schedule B, shall constitute a security agreement under applicable law. From time to time after funds or cash equivalents are deposited in the Borrowers willCash Collateral Account by Borrower, forthwith 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 Agent may elect, as shall be or shall become due and payable by Borrower to the Lenders with respect to such Letter of Credit Obligations or Eligible Trade L/C Obligations and, upon demand the satisfaction in full of all Letter of Credit Obligations or Eligible Trade L/C Obligations of Borrower outstanding at the Commitment Termination Date or otherwise upon elimination of the L/C Availability Short-Fall, to any other Obligations of Borrower then due and payable. All sums remaining after application of funds from the Cash Collateral Account as herein provided shall be returned to Borrower. Agent shall at the direction of Borrower invest the funds in the Cash Collateral Account in short term investments issued or fully guaranteed by the Administrative AgentUnited States government or an agency thereof, pay and to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal extent not applied to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of fundsObligations as provided herein, interest and earnings thereon, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuerproperty of Borrower.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C BorrowingBorrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers Borrower shall, in each casewithin three Business Days, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise the Letter of Credit Expiration Date, as the case may be) or, in an amount and/or the case of clause (ii), provide a back-to-back letter of credit in a manner reasonably acceptable face amount at least equal to the applicable then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably satisfactory to the L/C Issuer. Sections 2.04 For purposes hereof, “Cash Collateralize” means to pledge and 9.02(cdeposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) set forth certain additional requirements pursuant to deliver Cash Collateral hereunderdocumentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaa Cash Collateral Account. 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 rights or claims of the Administrative Agent and Liens claims of the Collateral Agent arising by operation of Law law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as and held in the Cash CollateralCollateral Account, an amount equal to the excess of (xA) such aggregate Outstanding Amount over (yB) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable LawsLaw, to reimburse such the L/C Issuer. To the extent the amount of any Cash Collateral exceeds the aggregate Outstanding Amount of all L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

Cash Collateral. (a) Upon the request of the Administrative Agent, Agent or the applicable L/C Issuer (i) if any the 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, Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Borrower shall, in each case, immediately promptly deliver to the Administrative Agent Cash Collateralize Collateral in an amount sufficient to cover 103% of the then Outstanding Amount of all L/C Obligations in an amount equal to 103% Obligations. At any time that there shall exist a Defaulting Lender, promptly upon the request of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the Administrative Agent, the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to , the Borrower shall deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent Cash Collateral in an amount sufficient to cover 103% of all Fronting Exposure of such Defaulting Lender after giving effect to Section 2.17(a)(iv) and any Cash Collateral 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 (or other financial institution selected by any of them). The Borrower, and to the extent provided by any Lender, such Lender, hereby grant to (and subjects to the control of) the Administrative Agent and the Collateral Agent, for the benefit of such the Administrative Agent, the applicable L/C Issuer and the LendersLenders and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. , all as security for the obligations to which such Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied 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 and Liens arising by operation of Law as herein provided or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount of all L/C Obligationsapplicable Fronting Exposure and other obligations secured thereby, the Borrowers willBorrower 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, 2.05, 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 provided for herein. (d) 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 (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, (x) such aggregate Outstanding Amount over 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 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 total amount of funds, if any, then held as Person providing Cash Collateral that and the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C IssuerIssuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. (a) Upon the request of the Administrative Agent, Agent or the applicable L/C Issuer (i) if any the 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, Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately promptly deliver to the Administrative Agent Cash Collateralize Collateral in an amount sufficient to cover 103.0% of the then Outstanding Amount of all L/C Obligations in an amount equal to 103% Obligations. At any time that there shall exist a Defaulting Lender, promptly upon the request of such L/C Obligations the Administrative Agent or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to , the Borrowers shall deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent Cash Collateral in an amount sufficient to cover 103.0% of all Fronting Exposure of such Defaulting Lender after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided 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 Borrowers, 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 such the Administrative Agent, the applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. , all as security for the obligations to which such Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied 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 and Liens arising by operation of Law as herein provided or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount of all L/C Obligationsapplicable Fronting Exposure and other obligations secured thereby, the Borrowers 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 provided for herein. (d) 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 (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, that (x) such aggregate Outstanding Amount over 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 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 total amount of funds, if any, then held as Person providing Cash Collateral that and the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C IssuerIssuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any UK Letter of Credit and such drawing has resulted in an a UK L/C Borrowing, or (ii) if, as of the UK Letter of Credit Expiration Date, any UK L/C Obligation Obligations for any reason remains outstanding, the Borrowers UK Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all UK L/C Obligations in an amount equal to 103% of Obligations; provided that all such Cash Collateral or Backstop L/C Obligations or otherwise Cs shall be denominated in an amount and/or in a manner reasonably acceptable to the applicable L/C IssuerPounds Sterling. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each The UK Borrower hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of AmericaCash Collateral Accounts. 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 and Liens arising by operation of Law or that the total amount of such funds and Backstop L/Cs held in respect of the UK L/C Obligations is less than the aggregate Outstanding Amount of all UK L/C Obligations, the Borrowers UK Borrower will, forthwith upon demand by the Administrative Agent, either (x) deliver one or more additional Backstop L/Cs or (y) pay to the Administrative Agent, as additional funds to be deposited as Cash CollateralCollateral aforesaid, an amount equal to the excess of (xa) such aggregate Outstanding Amount over (yb) the total amount of funds, if any, then held as Cash Collateral in respect of UK L/C Obligations that the Administrative Agent determines to be free and clear of any such right and claimclaim or subject to such Backstop L/Cs. Upon the drawing of any UK Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Lawslaw, to reimburse such the L/C IssuerIssuer or the UK Revolving Credit Lenders in accordance with the terms hereof. In the event that the funds held as Cash Collateral exceed 105% of the aggregate Outstanding Amount of all UK L/C Obligations, the L/C Issuer shall, at the UK Borrower's request, refund such excess to the UK Borrower so long as no Default or Event of Default shall have occurred and be continuing. In the event that the aggregate amount available to be drawn under any Backstop L/C held in respect of UK L/C Obligations exceeds the 105% of the aggregate Outstanding Amount of all UK L/C Obligations, the L/C Issuer shall, upon request by the UK Borrower and so long as no Event of Default shall have occurred and be continuing, use reasonable efforts to cause the aggregate amount available to be drawn under any such Backstop L/C to be reduced by the amount of such excess.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C BorrowingObligation that remains outstanding, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C IssuerObligations. Sections 2.04 2.05 and 9.02(c8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives For purposes of such term have corresponding meanings. Each Borrower hereby grants this Section 2.03, Section 2.05 and Section 8.02(c),“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of such the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to 105% of the Outstanding Amount of all L/C Obligations, pursuant to documentation in form and substance satisfactory to the Agent and the L/C Issuer (which documents are hereby Consented to by the Lenders). The Borrowers hereby grant to the Agent a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America▇▇▇▇▇ Fargo. 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the L/C IssuerIssuer and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (iiA) if, as of the Letter of Credit Sublimit Expiration Date or the Termination Date, any L/C Obligation for any reason remains outstandingoutstanding or (B) if an Event of Default has occurred and is continuing, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all such L/C Obligations Obligation. (i) Section 2.04 and 8.02(a)(iii) set forth certain additional requirements to deliver cash collateral hereunder. “Cash Collateralize” means (A) to pledge to the Administrative Agent and deposit in a L/C Cash Collateral Account, for the benefit of the applicable L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to 103% of such the L/C Obligations pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer (which documents are hereby consented to by the Lenders), or otherwise in an amount and/or in a manner reasonably acceptable (B) to deliver to the applicable L/C Issuer. Sections 2.04 Issuer a backstop letter of credit (in form and 9.02(c) set forth certain additional requirements substance reasonably satisfactory to deliver Cash Collateral hereunderthe L/C Issuer and the Administrative Agent, and issued by a U.S. commercial bank acceptable to each of such L/C Issuer and the Administrative Agent, in their commercially reasonable discretion). Derivatives of such term have corresponding meanings. Each Borrower The Borrowers hereby grants grant to the Administrative Agent, for the benefit of such the L/C Issuer Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Americathe L/C Cash Collateral Account. If at any time the Administrative Agent determines that any funds held as in the L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Obligations Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as in the L/C Cash CollateralCollateral Account, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as in the L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as in the L/C Cash CollateralCollateral Account, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the L/C IssuerIssuer for the amount of such drawing.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers shall, in each case, Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise in an amount and/or in a manner reasonably acceptable the Letter of Credit Expiration Date, as the case may be). For purposes hereof, "Cash Collateralize" means to pledge and deposit with or deliver to the applicable Administrative Agent, for the benefit of the L/C Issuer. Sections 2.04 Issuer and 9.02(c) set forth certain additional requirements the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to deliver Cash Collateral hereunderdocumentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each The Borrower hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral collateral shall be maintained in blocked, non-interest bearing blocked deposit accounts at Bank of America. 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers 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 at Bank of America as Cash CollateralAlderwoods Credit Agreement aforesaid, an amount equal to the excess of (xa) such aggregate Outstanding Amount over (yb) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. If at any time the Administrative Agent determines that the total amount of funds then held as Cash Collateral exceeds the aggregate Outstanding Amount of all L/C Obligations, upon the request of the Borrower, the Administrative Agent will deposit the amount of such excess in an account designated by the Borrower; provided no Default or Event of Default has occurred and is continuing at such time. 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 Lawslaw, to reimburse such the L/C Issuer.

Cash Collateral. (a) Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit for any reason remains outstandingoutstanding and partially or wholly undrawn, the Borrowers shall, in each case, Company shall immediately Cash Collateralize the then Outstanding Effective Amount of all L/C Obligations (in an amount equal to such Effective Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). The Company hereby grants to the Administrative Agent, for its own benefit and for the benefit of the L/C Issuer and the Lenders, a Lien on all such cash and deposit account balances described in the definition of “Cash Collateralize” as security for the L/C Obligations. Cash Collateral shall be maintained in blocked, interest bearing deposit accounts at ▇▇▇▇▇ Fargo Bank or in accordance with other arrangements reasonably satisfactory to the Administrative Agent, which accounts, in any case, are the subject of control agreements pursuant to which the Administrative Agent has “control” as such term is used in the Uniform Commercial Code, sufficient to perfect a security interest in such cash collateral. The Lien held by the Administrative Agent in such Cash Collateral to secure the L/C Obligations shall be released upon the satisfaction of each of the following conditions: (1) no Letters of Credit shall be outstanding, (2) all L/C Obligations shall have been repaid in full and (3) no Event of Default or Unmatured Event of Default shall have occurred and be continuing. The Administrative Agent also may require the Company to immediately Cash Collateralize the L/C Obligations in an amount equal to 103the then Effective Amount thereof if any Event of Default occurs and is continuing, as provided in Section 8.2(c). If at any time the amount of Cash Collateral exceeds 102% of such the then Effective Amount of all L/C Obligations Obligations, and provided that no Event of Default or otherwise Unmatured Event of Default has occurred and is continuing, at the Company’s request, the Administrative Agent shall release Cash Collateral in an amount and/or in a manner reasonably acceptable equal to such excess, and its Lien thereon, to the applicable Company. (b) In addition to the provisions set forth in subsection 2.7.7(a), if at any time during which one or more Letters of Credit are outstanding, any Lender is at such time a Deteriorating Lender, then no later than five Business Days after written demand thereof from the L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver , the Deteriorating Lender shall provide the Administrative Agent with Cash Collateral hereunder. Derivatives or similar security satisfactory to the L/C Issuer (in its sole discretion) in respect of such term have corresponding meaningsDeteriorating Lender’s Total Pro Rata Share of the then Effective Amount of all L/C Obligations. Each Borrower The Deteriorating Lender hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer and the LendersIssuer, a security interest in all such cash, deposit accounts and all balances therein Cash Collateral and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. If at any time 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 (and Liens arising by operation of Law such Deteriorating Lender) or that the total amount of such funds thereof is less than such Deteriorating Lender’s Total Pro Rata Share of the aggregate Outstanding then Effective Amount of all L/C Obligations, the Borrowers Deteriorating Lender will, forthwith promptly upon demand by the Administrative Agent, pay or deliver to the Administrative Agent, as Agent additional funds to be deposited as Cash Collateral, Collateral in an amount equal to the excess of (x) such aggregate Outstanding Deteriorating Lender’s Total Pro Rata Share of the then Effective Amount of all L/C Obligations over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and or 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 LawsGovernmental Rules, to reimburse such the L/C IssuerIssuer solely to the extent the Company otherwise fails to satisfy its obligation to reimburse the L/C Issuer in respect of such drawing; provided such Cash Collateral will be released back to the Deteriorating Lender when and to the extent such Deteriorating Lender’s obligations are reduced or eliminated, whether as a result of an assignment of such Deteriorating Lender’s Commitment, or a reduction in or termination of such Letters of Credit, or such Lender ceases to be a Deteriorating Lender or otherwise.

Cash Collateral. Upon the request of the Administrative Agent, (i) if If any L/C Issuer has honored any full or partial drawing request under any Extended Letter of Credit and is issued or outstanding, the Borrower shall immediately on or prior to the Termination Date, provide the Issuing Bank one or more back-up letters of credit, satisfactory to the Issuing Bank in its sole discretion, in respect of such drawing has resulted in an L/C Borrowing, or (ii) if, as of the outstanding Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, Obligations (the Borrowers shall, in each case, immediately "Backup Letters of Credit") or Cash Collateralize the then Outstanding Amount of all L/C Obligations Collateral in an amount equal to 103% the then outstanding amount of all Letters of Credit Obligations (such L/C Obligations outstanding amount determined as of the Termination Date). For purposes hereof, "Cash Collateral" means cash pledged and deposited with or otherwise in an amount and/or in a manner reasonably acceptable delivered to the applicable L/C IssuerAdministrative Agent, for the benefit of the Issuing Bank and the Banks, as collateral for such Letter of Credit Obligations, pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Bank (which documents are hereby consented to by the Banks). Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each The Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer the Issuing Bank and the LendersBanks, a security interest in all such cash, deposit accounts and all balances therein cash and all proceeds of the foregoingthereof. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of AmericaWachovia. 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount outstanding amount of all L/C Letter of Credit Obligations, the Borrowers willBorrower will forthwith, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in deposit accounts at Wachovia as Cash Collateralaforesaid, an amount equal to the excess of (xi) such aggregate Outstanding Amount outstanding amount of such Letter of Credit Obligations over (yii) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Lawslaw, to reimburse such L/C Issuerthe Issuing Bank and may be applied to any other Letter of Credit Obligations as and when due.

Cash Collateral. (i) Upon the request of the Administrative Agent, (iA) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, Borrowing or (iiB) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers shall, in each case, shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103105% of the then Effective Amount of the L/C Obligations. The Borrowers hereby grants the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a Lien on all such cash and deposit account balances described in the definition of “Cash Collateralize” as security for the Obligations. The Lien held by the Administrative Agent in such cash collateral to secure the Obligations shall be released upon the satisfaction of each of the following conditions: (1) no Letters of Credit shall be outstanding, (2) all L/C Obligations or otherwise shall have been repaid in an amount and/or in a manner reasonably acceptable full and (3) no Default shall have occurred and be continuing. (ii) In addition to the applicable provisions set forth in Section 2.02(a)(ii)(G), if at any time during which one or more Letters of Credit are outstanding, any Lender is at such time a Defaulting Lender, then no later than five (5) Business Days of written demand thereof from the L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver , the Borrowers shall provide the Administrative Agent with Cash Collateral hereunder. Derivatives or similar security satisfactory to the L/C Issuer (in its sole discretion) in respect of such term have corresponding meaningsDefaulting Lender’s obligation to fund under Section 2.02(c) in an amount not less than the aggregate amount of such obligations. Each Borrower The Borrowers hereby grants grant to the Administrative Agent, for the benefit of such the L/C Issuer and the LendersIssuer, a security interest in all such cash, deposit accounts Cash Collateral (and all balances therein the Cash Collateral described in Section 2.02(a)(ii)(G)) and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. If at any time 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C ObligationsObligations in respect of such Defaulting Lender, the Borrowers will, forthwith promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount L/C Obligations over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. (iii) Cash Collateral shall be maintained in blocked deposit accounts at ▇▇▇▇▇ Fargo and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. Such accounts must be subject to control agreements pursuant to which the Administrative Agent has “control,” as such term is used in the Uniform Commercial Code, sufficient to perfect on a first priority basis a security interest in such cash collateral. 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 LawsGovernmental Rules, to reimburse such the L/C Issuer.

Cash Collateral. (a) Upon the request of the Administrative Agent, Agent or the applicable L/C Issuer under any Revolving Tranche (i) if any the applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit issued under such Tranche and such drawing has resulted in an L/C Borrowing, Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstandingoutstanding under such Tranche, the Borrowers shall, in each case, immediately promptly deliver to the Administrative Agent Cash Collateralize Collateral in an amount sufficient to cover 103% of the then Outstanding Amount of all L/C Obligations in an amount equal to 103% Obligations. At any time that there shall exist a Defaulting Lender, promptly upon the request of such L/C Obligations the Administrative Agent or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements , the Borrowers shall deliver to deliver the Administrative Agent Cash Collateral hereunder. Derivatives in an amount sufficient to cover 103% of all Fronting Exposure of such term have corresponding meaningsDefaulting Lender after giving effect to Section 2.17(a)(iv) and any Cash Collateral 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 (or other financial institution selected by any of them). Each Borrower The 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 such the Administrative Agent, the applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. , all as security for the obligations to which such Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied 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 and Liens arising by operation of Law as herein provided or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount of all L/C Obligationsapplicable Fronting Exposure and other obligations secured thereby, the Borrowers 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 Sections 2.03, 2.04, 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 provided for herein. (d) 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 (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, (x) such aggregate Outstanding Amount over 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 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 total amount of funds, if any, then held as Person providing Cash Collateral that and the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C IssuerIssuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C BorrowingBorrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, the Borrowers shall, in each case, Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise in an amount and/or in a manner reasonably acceptable the Letter of Credit Expiration Date, as the case may be). For purposes hereof, "Cash Collateralize" means to pledge and deposit with or deliver to the applicable Administrative Agent, for the benefit of the L/C Issuer. Sections 2.04 Issuer and 9.02(cthe Lenders, as collateral for the L/C Obligations, cash or deposit account balances ("Cash Collateral") set forth certain additional requirements pursuant to deliver Cash Collateral hereunderdocumentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each The Borrower hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers 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 at Bank of America as Cash Collateralaforesaid, an amount equal to the excess of (xa) such aggregate Outstanding Amount over (yb) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Lawslaw, to reimburse the L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C IssuerObligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing which has not been refinanced as a Revolving Credit Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation Letter of Credit for any reason remains outstandingoutstanding and partially or wholly undrawn, the Borrowers shall, in each case, Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% such Outstanding Amount determined as of the date of such L/C Obligations Borrowing or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C IssuerLetter of Credit Expiration Date, as the case may be). Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each The Borrower hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer Issuers and the Lenders, a security interest in all such the cash, deposit accounts and all balances therein and all proceeds of the foregoingforegoing constituting Cash Collateral. Cash Collateral shall be maintained in blocked, non-interest bearing blocked deposit accounts at Bank of America. If at any time the Administrative Agent determines that any the total amount of funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers 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 at Bank of America as Cash Collateralaforesaid, an amount equal to the excess of (xa) such aggregate Outstanding Amount over (yb) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claimCollateral. 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 Lawslaw, to reimburse such the applicable L/C Issuer. The provisions of this SECTION 2.03(g) shall apply to any situation in which any Obligations are Cash Collateralized pursuant to this SECTION 2.03.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C IssuerObligations. Sections 2.04 2.05 and 9.02(c8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives For purposes of such term have corresponding meanings. Each Borrower hereby grants this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of such the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to 103% of the Outstanding Amount of all L/C Obligations, 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). The Borrowers hereby grant to the Collateral Agent a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingforegoing to secure all Obligations. Cash Collateral Such cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. If at any time the Administrative 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 Agent and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateralcash collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral cash collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateralcash collateral, such funds shall be appliedapplied to reimburse the L/C Issuer and, to the extent permitted under applicable Lawsnot so applied, shall thereafter be applied to reimburse such L/C Issuersatisfy other Obligations.

Cash Collateral. (a) Upon the request of the Administrative Agent, Agent or the applicable L/C Issuer (i) if any the 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, Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Borrower shall, in each case, immediately deliver to the Administrative Agent Cash Collateralize Collateral in an amount sufficient to cover 103.0% of the then Outstanding Amount of all L/C Obligations in an amount equal to 103% Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of such L/C Obligations the Administrative Agent or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements , the Borrower shall deliver to deliver the Administrative Agent Cash Collateral hereunder. Derivatives in an amount sufficient to cover 103.0% of all Fronting Exposure of such term have corresponding meaningsDefaulting Lender after giving effect to Section 2.17(a)(iv) and any Cash Collateral 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 (or other financial institution selected by any of them). Each Borrower The Borrower, 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 such the Administrative Agent, the applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. , all as security for the obligations to which such Cash Collateral shall may be maintained in blocked, non-interest bearing deposit accounts at Bank of Americaapplied 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 and Liens arising by operation of Law as herein provided or that the total amount of such funds Cash Collateral is less than the aggregate Outstanding Amount of all L/C Obligationsapplicable Fronting Exposure and other obligations secured thereby, the Borrowers willBorrower 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, 2.05, 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 provided for herein. (d) 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 (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, (x) such aggregate Outstanding Amount over 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 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 total amount of funds, if any, then held as Person providing Cash Collateral that and the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C IssuerIssuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. Upon the request of the Administrative Agent, (i) if any the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C IssuerObligations. Sections 2.04 2.05 and 9.02(c8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each The Borrower hereby grants to the Administrative Agent, for the benefit of such the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America, may invest in Cash Equivalents reasonably acceptable to the Administrative Agent. 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 and Liens arising by operation of Law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers Borrower will, forthwith promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such the L/C Issuer.