Common use of Cash Collateralization Clause in Contracts

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event of Default is continuing.

Cash Collateralization. If any the Commitments shall have been terminated or an Event of Default shall occur have occurred and be continuing, or if continuing and the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent (or, if the maturity of Commitments hereunder terminated and the Loans has been hereunder accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of then the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Company shall deposit in an account with or at the direction of the Administrative Applicable Agent, in the name of the Administrative Applicable Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 Specified Event with respect to the Company. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Applicable Agent as collateral for the payment and performance of the obligations of the Borrower Loan Parties under this Agreementthe Loan Documents. The Administrative Applicable Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits At the request of the Company, amounts so deposited shall not bear interestbe invested by the Applicable Agent, at the Company's risk and expense, in high quality overnight or short-term cash equivalent investments of prime financial institutions (which may include any Applicable Agent) maturing prior to the date or dates on which the Applicable Agent anticipates that such amounts will be applied as required by this paragraph. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Applicable Agent to reimburse each any Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Company for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), ) be applied to satisfy other obligations of the Borrower Company under this Agreement. If the Borrower Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (f) or (g) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event of Default is continuingall such Defaults have been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105 % (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 7.01(f). Each such The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Obligations. In addition, and without limiting the foregoing or Section 2.06(c), if any LC Exposure remains outstanding after the expiration date specified in Section 2.06(c)(ii), the Borrower shall immediately deposit into the LC Collateral Account an amount in cash equal to 105% of the Borrower under this Agreementamount of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the relevant Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersLenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided thatprovided, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account to secure the Obligations. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event of Default is continuingall such Defaults have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Borrower Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Company shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or that (i) the portions of Section 8.01, such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Company is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) 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 Company described in clause (f) of Article VII. Each such For the purposes of this paragraph, the Dollar Amount of the Foreign Currency LC Exposure shall be calculated on the date notice demanding cash collateralization is delivered to the Company. The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Company hereby grants the Administrative Agent a security interest in the LC Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the relevant Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Company for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5066 2/3% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5066 2/3% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three (3) Business Days after no Event all such Events of Default is continuinghave been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing, or continuing and if the Revolving L/C Exposure is otherwise required to be cash collateralized maturity of the Loans has been accelerated pursuant to this AgreementArticle VII, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent (or, if the maturity upon written request of the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral Cash Collateralization pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, Cash Collateralize an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency the LC Exposure for all outstanding Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure requested by it as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral Cash Collateralize the LC Exposure shall become effective immediately, and such deposit Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in clause (g) or (h) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed by the Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5051% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to To the extent not applied as aforesaid) , any cash collateral provided hereunder shall be returned in full to the Borrower within three Business Days after no Event all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposure. (ii) If any Lender becomes, and during the period it remains, a Defaulting Lender, if any Letter of Credit is continuingat the time outstanding, any Issuing Bank (unless such Issuing Bank is a Defaulting Lender), except to the extent the Commitments have been reallocated pursuant to Section 2.06(k), by notice to the Borrower which requested or has requested the issuance of such Letters of Credit through the Administrative Agent, may require such Borrower to Cash Collateralize within seven (7) Business Days the obligations of the Borrower to the Issuing Banks in respect of such Letters of Credit in an amount equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender in respect thereof, or to make other arrangements satisfactory to the Administrative Agent and to the applicable Issuing Bank(s) in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender. Any cash collateral provided pursuant to this clause (ii) shall be deposited in an interest bearing account promptly after the execution of the appropriate deposit account agreement and establishment of such account from which the Administrative Agent will release interest to the Borrower on a periodic basis.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Revolving Loans has been accelerated, the Required Revolving Facility Credit Lenders or any Issuing Bank with Revolving L/C Exposure representing greater than 50% any outstanding Letter of the total Revolving L/C ExposureCredit) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103102% (or, of the LC Exposure with respect to Alternate Currency the applicable Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or that (i) amounts payable in respect of Section 8.01, any Letter of Credit or LC Disbursement shall be payable in the currency of such Letter of Credit or LC Disbursement and (ii) 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 clause (h) or (i) of Article 7. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made in Permitted Investments at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C LC Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Revolving Loans has been accelerated (but subject to the consent of the Required Revolving Facility Credit Lenders and each Issuing Bank with Revolving L/C Exposure representing greater than 50% any outstanding Letter of the total Revolving L/C ExposureCredit), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersIssuing Banks and Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made solely in Cash Equivalents at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided thatprovided, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event of Default is continuingall such Defaults have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Borrower Company receives notice from the Administrative Agent or the Required Tranche Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure Obligations representing greater than 50at least 66-2/3% of the total Revolving L/C ExposureObligations) demanding the deposit of cash collateral pursuant to this paragraphparagraph (o), the Borrower Borrowers shall immediately deposit in into an account with or at established and maintained on the direction of the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Lenders, “Cash Collateral Account”) an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving total L/C Exposure Obligations as of such date plus any accrued and unpaid interest thereon; , provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 any Borrower described in clause (f) of Section 8.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Borrowers under this Agreement. In addition, and without limiting the foregoing or paragraph (d) of this Section 2.03, if any L/C Obligations remain outstanding after the expiration date specified in said paragraph (d), the Borrowers shall immediately deposit into the Cash Collateral Account an amount in cash equal to 105% of such L/C Obligations as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Cash Collateral Account. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Cash Collateral Account. Moneys in such account the Cash Collateral Account shall be applied by the Administrative Agent to reimburse each Issuing Bank L/C Issuer for L/C Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C Exposure Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure Obligations representing greater than 5066-2/3% of the total Revolving L/C ExposureObligations), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that any Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the such Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersLenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) Dollar Amount of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or that (i) the portions of Section 8.01, such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that such Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) 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 any Borrower described in clause (h) or (i) of Article VII. For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the applicable Borrower. Each such Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the relevant Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the such Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C ExposureLenders) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) Dollar amount of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Section 7.01. Each such The Borrower also shall deposit cash collateral for the benefit of the Issuing Bank(s) pursuant to this paragraph as and to the extent required by Section 2.20(a)(iii). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the Borrower’s risk and expense, such deposits shall not bear interest. Moneys Interest or profits, if any, on such investments shall accumulate in such account. Monies in such account shall be applied by the Administrative Agent to reimburse each the relevant Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of (or, if such cash collateral is required pursuant to Section 2.20(a)(iii), the total Revolving L/C ExposureIssuing Bank(s)), be applied to satisfy other obligations of the Borrower under this Agreementthe Loan Documents. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of DefaultDefault or pursuant to Section 2.20(a), such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default have been cured or waived or such collateral is continuingno longer required pursuant to 2.20(a), as applicable.

Cash Collateralization. If any Event of Default shall occur the Loans have become immediately due and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized payable pursuant to this AgreementArticle VII, on the Business Day following the date on which Business Day that the Borrower receives notice from the Administrative Agent (or, if at the maturity direction of Required Lenders) or the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to on LC Disbursements comprising such LC Exposure. Such 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. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount (which shall be invested in obligations of, obligations guaranteed by, or obligations backed by the full faith and credit of, the United States of America, certificates of deposit of Administrative Agent or commercial paper having the highest rating from S&P or ▇▇▇▇▇’▇, in each case maturing in less than 180 days). Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each an Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event of Default is continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this AgreementBorrower shall, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Credit Lenders with Revolving L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total Revolving L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit) demanding thereof and of the deposit of cash collateral pursuant amount to this paragraphbe deposited, the Borrower shall deposit in an account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders, an amount in cash in Dollars equal to 103102% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereondate; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall will become effective immediately, and such deposit shall will become immediately due and payablepayable in immediately available funds, without demand or other notice of any kind, upon the occurrence of an Event of Default described in Section 7.01(f) or (g). Each such Such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such account and such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C Disbursements for which such Issuing Bank it has not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Credit Lenders with Revolving L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total Revolving L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived. Upon the payment in full of all Obligations (other than contingent indemnity obligations as to which no claim has been made) the termination of all Commitments and the cancellation of all Letters of Credit, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersLenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three (3) Business Days after no Event all such Events of Default is continuinghave been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersLenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103102% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, upon such demand, the Borrower shall deposit deposit, in an interest-bearing account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103101.5% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereondate; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (g) or (h) of Section 7.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations Secured Obligations in accordance with the provisions of the Borrower under this Agreementparagraph (j). The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Collateral Agent a security interest in the LC Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Collateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned promptly to the Borrower within but in no event later than three (3) Business Days after no such Event of Default is continuinghas been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower Representative receives written notice from the Administrative Agent (oror the Required Lenders if such notice is received prior to 11 a.m. California time, if or otherwise on the maturity of the Loans has been acceleratednext succeeding Business Day, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)accelerated, be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three (3) Business Days after no Event all such Events of Default is continuinghave been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure Obligations representing greater than 50at least 66-2/3% of the total Revolving L/C ExposureObligations) demanding the deposit of cash collateral pursuant to this paragraphclause (o), the Borrower shall immediately deposit in into an account with or at established and maintained on the direction of the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Lenders, “Collateral Account”) an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure Minimum Collateral Amount as of such date plus any accrued and unpaid interest thereon; date, provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (g) of Section 8.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing or clause (d) of this Section 2.03, if any L/C Obligations remain outstanding after the expiration date specified in said clause (d), the Borrower shall immediately deposit into the Collateral Account an amount in cash equal to the Minimum Collateral Amount as of such date. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse each Issuing Bank the L/C Issuer for L/C Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure Obligations representing greater than 5066-2/3% of the total Revolving L/C ExposureObligations), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this AgreementBorrower shall, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent or Revolving Credit Lenders with combined Revolving Credit Commitments representing a majority of the aggregate Revolving Credit Commitments (or, if the maturity of the Loans has been accelerated, Revolving Facility Credit Lenders with Revolving L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% a majority of the total Revolving L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit) demanding thereof and of the deposit of cash collateral pursuant amount to this paragraphbe deposited, the Borrower shall deposit in an account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the Lenders, Revolving Credit Lenders an aggregate amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to date. Such 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. Each such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Collateral Agent (provided that the Collateral Agent shall use reasonable efforts to make such investments), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (a) automatically be applied by the Administrative Agent to reimburse each Issuing any Fronting Bank for L/C Disbursements for which such Issuing Bank has that have not been reimbursed andreimbursed, to the extent not so applied, shall (b) be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, and (c) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Credit Lenders with Revolving L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total Revolving L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. (a) If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure Total Acquisition Loan Commitment is otherwise required terminated or reduced to be cash collateralized pursuant an amount insufficient to this Agreementfund the outstanding Letter of Credit Obligations, the Company agrees that it shall on the Business Day following the date on which the Borrower it receives notice from the Administrative Agent, acting upon instructions of the Required Lenders, it will immediately repay in full all Swing Line Overdraft Loans and, after making such payment, deposit in an account (the “Cash Collateral Account”) held by the Agent, for the benefit of the Acquisition Loan Lenders, an amount of cash equal to the Letter of Credit Obligations as of such date. Such deposit shall be held by the Agent as Collateral for the payment and performance of the Obligations. The Agent shall have exclusive dominion and control, including exclusive right of withdrawal, over such account. Funds in the Cash Collateral Account shall be held in a blocked, interest-bearing account held by the Agent upon such terms and in such type of account as customary at the depository institution. The Company shall pay any fees charged by the Agent which fees are of the type customarily charged by such institution with respect to such accounts. Moneys in such account shall (ori) be applied by the Agent to the payment of outstanding reimbursement Obligations in respect of Letters of Credit and interest thereon, if (ii) be held for the satisfaction of future reimbursement Obligations of the Borrowers in respect of Letters of Credit, and (iii) in the event the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)Required Lenders, be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to Company shall provide an amount Cash Collateral under this Section 6.8(a) or shall prepay any Letter of cash collateral hereunder as a result Credit and thereafter either (i) drafts or other demands for payment complying with the terms of the occurrence such Letters of an Event of Default, such amount (Credit are not made prior to the extent not applied as aforesaidrespective expiration dates thereof, or (ii) shall be returned to the Borrower within three Business Days after no such Event of Default shall have been waived or cured, then the Agent, the Floor Plan Agent, the Swing Line Bank and the Lenders agree that the Agent is continuinghereby authorized, without further action by any other Person, to release the Lien in such cash and will direct the Agent to remit to the Company amounts for which the contingent obligations evidenced by such Letters of Credit have ceased. (b) As security for the payment of all Obligations, each Borrower hereby grants, conveys, assigns, pledges, sets over and transfers to the Agent, and creates in the Agent’s favor a ▇▇▇▇ on, and security interest in, all money, instruments and securities at any time held in or acquired in connection with the Cash Collateral Account, together with all proceeds thereof. At any time and from time to time, upon the Agent’s request, each Borrower promptly shall execute and deliver any and all such further instruments and documents as may be reasonably necessary, appropriate or desirable in the Agent’s judgment to obtain the full benefits (including perfection and priority) of the security interest created or intended to be created by this Section 6.8(b) and of the rights and powers herein granted.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Borrower Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Tranche A Lenders with Revolving L/C Exposure LC Exposures representing greater more than 50% of the total Revolving L/C aggregate amount of LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with or at the direction of the Administrative Applicable Agent, in the name of the Administrative Applicable Agent and for the benefit of the LendersTranche A Lenders and the applicable Issuing Bank, an amount in cash and in Dollars the currency of such Letter of Credit equal to 103% (or, with respect the portion of the LC Exposure attributable to Alternate Currency Letters such Letter of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral Cash Collateralize 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 Company or any Borrower described in clause (h) or (i) of Article VII. Each such deposit pursuant to this paragraph shall be held by the Administrative Applicable Agent as collateral for the payment and performance of the obligations of the Borrower Borrowers under this Agreement. The Administrative Applicable Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Applicable Agent (which will use commercially reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Moneys Interest or profits, if any, on such investments shall accumulate in such account. Monies in such account shall be applied by the Administrative Applicable Agent to reimburse each the applicable Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated accelerated, be applied to satisfy other Obligations of the Borrowers (but subject to the consent of Revolving Facility (i) Tranche A Lenders with Revolving L/C Exposure LC Exposures representing greater more than 50% of the total Revolving L/C Exposureaggregate amount of LC Exposure and (ii) in the case of any such application at a time when any Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders), be applied to satisfy other obligations of the Borrower under this Agreementeach Issuing Bank). If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount cash collateral (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower Representative receives notice from the Administrative Agent or the Requisite Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 any Borrower described in Section 8.1(f), (g) (i). Each such Such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrowers hereby grant the Collateral Agent a security interest in the LC Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three Business Days after no Event of Default is continuingall such Defaults have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Lenders holding at least fifty percent (50%) of the Commitments (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5025% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of ARTICLE VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5025% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower to the Lenders under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Borrower Parent receives notice from the Domestic Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5051% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Parent shall deposit in an a separate account with or at the direction of the Domestic Administrative Agent, in the name of the Domestic Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 Borrowers described in clause (i) or (j) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Domestic Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Parent under this Agreement. The Domestic Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the sole discretion of the Domestic Administrative Agent and at the risk and expense of the Parent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such account accounts shall be applied by the Domestic Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements of the Parent for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5051% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower Parent is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Parent within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (f) or (g) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the relevant Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all such Events of Default is continuinghave been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateralization. If Subject to the terms of the Intercreditor Agreement, if any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C ExposureRequired Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersLenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Moneys Interest or profits, if any, on such investments shall accumulate in such account the LC Collateral Account. Subject to the terms of the Intercreditor Agreement, moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C ExposureRequired Lenders), be applied to satisfy other obligations Secured Obligations. Subject to the terms of the Borrower under this Intercreditor Agreement. If , if the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three (3) Business Days after no Event all such Events of Default is continuinghave been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5051% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphclause (j), the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (g) or (h) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent in an interest-bearing deposit account as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account (including interest thereon) shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5051% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure LC Obligations representing greater than 50% of the total Revolving L/C ExposureLC Obligations) demanding the deposit of cash collateral pursuant to this paragraphSection, the Borrower shall deposit in an account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the LendersSecured Parties, an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure LC Obligations as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 8.1(g). Each such Such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Collateral Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Collateral Agent to reimburse each the Issuing Bank Lender for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure LC Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure LC Obligations representing greater than 50% of the total Revolving L/C ExposureLC Obligations), be applied to satisfy other obligations of the Borrower under this Agreement, and any surplus remaining shall be returned to the Borrower after all Events of Default triggering such deposit cease to exist. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5025% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 any Borrower described in clause (h) or (i) of Article VII. The Borrowers also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5025% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three (3) Business Days after no Event of all such Default is continuinghave been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Euro Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, or the Euro Revolving Facility Credit Lenders with Revolving L/C Euro LC Exposure representing greater than 50% of the total Revolving L/C Exposure) Euro LC Exposure demanding the deposit of cash collateral pursuant to this paragraph), the Euro Borrower shall deposit in an account with or at the direction of the Euro Administrative Agent, in the name of the Euro Administrative Agent and for the benefit of the Euro Revolving Credit Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Euro LC Exposure as of such date plus any accrued and unpaid interest thereonthereon minus the amount on deposit in such account that has not been applied against the Obligations of the Euro Borrower hereunder; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 Euro Borrower described in clause (h) or (i) of Section 7.01. Each such Such deposit pursuant to this paragraph shall be held by the Euro Administrative Agent as collateral for the payment and performance of the obligations Obligations of the Euro Borrower under this Agreement. The Euro Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and discretion of the Euro Administrative Agent (but, if so made, shall be limited to overnight bank loans or other Euro-denominated investments generally comparable to those described in clauses (a) through (f) of Permitted Investments) and at the Euro Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Euro Administrative Agent to reimburse each the Euro Issuing Bank Lender for L/C Euro LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Euro Borrower for the Revolving L/C Euro LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Euro Revolving Facility Credit Lenders with Revolving L/C Euro LC Exposure representing greater than 50% of the total Revolving L/C Euro LC Exposure), be applied to satisfy other obligations of the Euro Borrower under this Agreement. If the Euro Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Defaulthereunder, such amount (to the extent not applied as aforesaid) shall be returned to the Euro Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Payment Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure LC Exposures representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Payment Agent, in the name of the Administrative Payment Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or that (i) amounts payable in respect of Section 8.01any Letter of Credit or LC Disbursement shall be payable in the currency of such Letter of Credit or LC Disbursement, except that LC Disbursements in a Designated Foreign Currency in respect of which the Borrower’s reimbursement obligations have been converted to obligations in US Dollars as provided in paragraph (e) above and interest accrued thereon shall be payable in US Dollars and (ii) 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 clause (i) or (j) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Payment Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Payment Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Payment Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Payment Agent to reimburse each Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur have occurred and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives written notice from the Administrative Agent (or, if or the maturity of the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account (the “Facility LC Collateral Account”) with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the ratable benefit of the LendersLenders and the benefit of the LC Issuers (as applicable), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 a Default with respect to the Borrower described in Section 7.6 or 7.7. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Facility LC Collateral Account. The Agent will invest any funds on deposit from time to time in the Facility LC Collateral Account in certificates of deposit of JPMorgan Chase Bank having a maturity not exceeding 30 days. Interest or profits, if any, on such investments shall accumulate in such account. Such deposits shall not bear interest. Moneys in such account the Facility LC Collateral Account shall be applied by the Administrative Agent to reimburse each Issuing Bank LC Issuer for L/C Disbursements Reimbursement Obligations for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)accelerated, be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event of Default is continuingall Defaults have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Facility Agent or the Majority Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Energy Hedging Lenders with Revolving L/C Energy Hedging LC Exposure representing greater than 50% of the total Revolving L/C Energy Hedging LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphclause (j), the Borrower shall immediately deposit in an account with or at the direction of the Administrative Facility Agent, in the name of the Administrative Facility Agent and for the benefit of the Energy Hedging Issuing Banks and the Energy Hedging Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Energy Hedging LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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. Each such deposit , upon the occurrence of any Event of Default with respect to the Borrower pursuant to this paragraph Section 8.01(f). Such deposit shall be held by the Administrative Facility Agent as collateral for the payment and performance of the reimbursement obligations of the Borrower under this AgreementAgreement for the Energy Hedging LC Exposure. The Administrative Facility Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Facility Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Facility Agent to reimburse each any Energy Hedging Issuing Bank for L/C Energy Hedging LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Energy Hedging LC Exposure at such time ortime, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), shall not be applied to satisfy for any other obligations of the Borrower under this Agreementpurpose. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event following the earlier of (i) the cure or waiver of all Events of Default or (ii) the date there is continuingno longer any outstanding Energy Hedging LC Exposure.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent (or, continuing and if the maturity of the Loans has been acceleratedaccelerated with respect to a Borrower pursuant to Article VII, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request of the total Revolving L/C Exposure) Required Lenders demanding the deposit of cash collateral Cash Collateralization pursuant to this paragraph, the each such applicable Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, Cash Collateralize an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency the LC Exposure for all outstanding Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure requested by it as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral Cash Collateralize the LC Exposure shall become effective immediately, and such deposit Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5051% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to To the extent not applied as aforesaid) , any cash collateral provided hereunder shall be returned in full to the applicable Borrower within three Business Days after no Event all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposure. (ii) If any Lender becomes, and during the period it remains, a Defaulting Lender, if any Letter of Credit is continuing.at the time outstanding, any Issuing Bank (unless such Issuing Bank is a Defaulting Lender), except to the extent the Commitments have been reallocated pursuant to

Cash Collateralization. If any Amortization Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been acceleratedis amortizing, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than fifty percent (50% %) of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to one hundred three percent (103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 Amortization Event with respect to the Borrower described in clause (h), (i) or (j) of Article IX. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than fifty percent (50% %) of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of DefaultAmortization Event, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event of Default is continuingall such Amortization Events have been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateralization. If (x) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent acting at the direction of the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or (y) the Borrower requests the issuance of an Extended Letter of Credit, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% of the Dollar Amount of the LC Exposure in respect of such Extended Letter of Credit (or, with respect to Alternate Currency in the case of the foregoing clause (y)) or in the aggregate for all outstanding Letters of Credit not cash collateralized (in the Alternate Currency, 115%) case of the Revolving L/C Exposure foregoing clause (x) as of such date plus any accrued and unpaid interest thereon); provided thatthat (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to deposit such cash collateral shall (1) in the case of an Extended Letter of Credit, be required by no later than the date of issuance, renewal or extension of such Extended Letter of Credit and (2) upon the occurrence of any Event of Default with respect to the Borrower described in clause (hSection 7.01(h) or (i) of Section 8.017.01(i), 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. Each such For the purposes of this paragraph, the Dollar Amount of the Foreign Currency LC Exposure shall be calculated on the date notice demanding cash collateralization is delivered to the Borrower or on the date the Borrower requests an Extended Letter of Credit, as applicable. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If (x) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Administrative Borrower receives notice from the Administrative Agent (or, if or the maturity of the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.18(i) or (y) if any other event occurs or condition exists requiring the Borrowers to Cash Collateralize Letters of Credit, the Borrower Borrowers, jointly and severally, shall deposit in an account with or at the direction of the Administrative AgentLC Sub-Account, in the name of the Administrative Collateral Agent and for the benefit of the LendersSecured Parties, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided thatprovided, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 any Borrower described in clause (g) or (h) of Section 8.01. Each such deposit pursuant to this paragraph shall be held by Funds in the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account LC Sub-Account shall be applied by the Administrative Collateral Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)accelerated, be applied to satisfy other obligations Secured Obligations of the Borrower under this AgreementBorrowers in accordance with Article IX. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest with respect to such amounts (to the extent not applied as aforesaid) shall shall, in accordance with Article IX, be returned to the Administrative Borrower within three 10 Business Days after no Event all Events of Default is continuinghave been cured or waived. To secure the LC Exposure and the other Secured Obligations, the Borrowers and Subsidiary Guarantors hereby grant a security interest to the Collateral Agent in any cash collateral deposited with the Collateral Agent, including the LC Sub-Account.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, US Dollar Tranche Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersUS Dollar Tranche Revolving Lenders and the Issuing Banks, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided thatthat the obligation to cash collateralize 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 clause (h) or (i) of Section 8.01, the obligation to Article VII. The Borrower also shall deposit such cash collateral shall become effective immediately, in accordance with this paragraph as and such deposit shall become immediately due and payable, without demand or other notice of any kindto the extent required by Section 2.21(c). Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of US Dollar Tranche Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total LC Exposure and (ii) in the case of any such application at a time when any US Tranche Revolving L/C ExposureLender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.21, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower as promptly as practicable, to the extent that, after giving effect to such return, no Issuing Bank shall have any LC Exposure in respect of any outstanding Letter of Credit that is not fully covered by the US Dollar Tranche Revolving Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral and no Event of Default is shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit (any such account being herein called a “Letter of the LendersCredit Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C total LC Exposure as of such date plus any accrued and unpaid interest thereon; , provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. Each such deposit pursuant to this paragraph into the Letter of Credit Collateral Account shall be held by the Administrative Agent as collateral collateral, for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be Permitted Investments, made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account and shall be the Borrower’s property held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement as described above. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank the respective LC Issuer for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but or subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other any delinquent obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits on account of such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If at any time cash collateral provided by the Borrower in respect of Letters of Credit pursuant to this Section 2.05(j) exceeds the LC Exposure plus any accrued and unpaid interest thereon then, provided that no Event of Default has occurred and is continuing, such excess amount shall be returned to the Borrower within three Business Days after the Borrower’s written request therefor.

Cash Collateralization. If any Event of Default shall occur and be continuing, continuing or if the Revolving Total Refinancing Loan Commitment is less than the aggregate L/C Exposure is otherwise required to be cash collateralized pursuant to this AgreementExposure, the Borrowers shall, on the Business Day following the date on which the Borrower receives they receive notice from the Administrative Agent (or, if or the maturity Required Lenders thereof and of the Loans has been acceleratedamount to be deposited, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the Refinancing Facility Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to date. Such 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. Each such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made by the Collateral Agent and selected in its sole discretion, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C Disbursements for which such Issuing Bank has they have not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)accelerated, be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three Business Days after no all Events of Default have been cured or waived. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.12(d), such amount shall be returned to the Borrowers from time to time to the extent that the amount of such cash collateral held by the Collateral Agent exceeds the excess, if any, of the aggregate L/C Exposure over the Total Refinancing Loan Commitment; PROVIDED, that such return shall not be required at any time that an Event of Default has occurred and is continuing.

Cash Collateralization. If (i) any Event of Default shall occur and be continuingcontinuing and the maturity of the Revolving Loans shall be accelerated or the Commitments terminated as provided in Article 7, or if (ii) any Letters of Credit remain outstanding five (5) Business Days prior to the Revolving L/C Exposure is otherwise required Maturity Date and arrangements satisfactory to be cash collateralized pursuant to this Agreementthe Administrative Agent and the applicable Fronting Banks have not been made for a “backstop letter of credit” facility, on the Business Day following that the date on which the Borrower receives Borrowers receive notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility or Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C Exposure) LC Exposure demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, Cash Collateral Account an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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, if any Letters of Credit remain outstanding and undrawn on the Termination Date and a “backstop letter of credit” reasonably acceptable to the Fronting Bank shall not have been provided as collateral for such Letters of Credit. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall, pending their application as provided below, be invested by the Administrative Agent, at the Borrowers’ risk and expense, in repurchase obligations with respect to United States of America Treasury securities or other high-quality overnight or short-term investments (which may include certificates of deposit of the Administrative Agent), and any interest earned through the investment of such deposits shall not bear interestbe for the Borrowers’ account and shall be added to the deposits held by the Administrative Agent under this Section and applied as provided herein. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing the relevant Fronting Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount amount, together with any interest earned thereon (to the extent not applied as aforesaid) ), shall be returned to the Borrower Borrowers within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.08(a)(ii), such amount shall be returned to the Borrowers if and only if the conditions to a Borrowing in such amount are satisfied.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Borrower Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Company shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or that (i) the portions of Section 8.01, such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Company is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) 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 Company described in clause (h) or (i) of Article VII. Each such For the purposes of this paragraph, the Dollar Amount of the Foreign Currency LC Exposure shall be calculated on the date notice demanding cash collateralization is delivered to the Company. The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Company hereby grants the Administrative Agent a security interest in all of its right, title and interest in and to the LC Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the relevant Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Company for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account or accounts with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) amount of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 7.01 (f). Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remain outstanding after the expiration date specified in said paragraph (c), the Borrower shall immediately deposit into the LC Collateral Account an amount in cash equal to 105% of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Lenders holding at least fifty percent (50%) of the Commitments (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5025% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided thatthat the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand, notice of acceleration, notice of intent to accelerate or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to ARTICLE VII. Such 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. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent consistent with the Administrative Agent's usual practices and at the Borrower's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5025% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If (A) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Facility Lenders under the Revolving Facility (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than fifty percent (50% %) of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or (B) required by Section 2.06(c), the Borrower shall deposit in an account with or at established and maintained on the direction of the Administrative Agent, in the name books and records of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% one hundred two percent (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115102%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 7.01(h) or (i). Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance satisfaction of the obligations of the Borrower under this AgreementLC Exposure. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made in Cash Equivalents at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank ratably (based on the unreimbursed LC Disbursements held by each Issuing Bank) for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than fifty percent (50% %) of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that a Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C ExposureLenders) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or that (i) the portions of Section 8.01, such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) 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 clause (h) or (i) of Section 7.01. Each such For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the Borrower. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in the LC Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C ExposureLenders), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the aggregate Revolving Credit Exposures would not exceed the aggregate Revolving Commitments and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersLenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that a Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Domestic Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50at least 51% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the such Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Domestic Revolving Lenders, an amount in Dollars and in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or that (i) the portions of Section 8.01, such amount attributable to undrawn Alternative Currency Letters of Credit or LC Disbursements in an Alternative Currency that the Borrowers are not late in reimbursing shall be deposited in the applicable Alternative Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) 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 any Borrower described in paragraph (h) or (i) of Article VII. For the purposes of this paragraph, the Alternative Currency LC Exposure shall be calculated using the Exchange Rates on the date notice demanding cash collateralization is delivered to a Borrower. Each Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.12(c). Each such deposit pursuant to this paragraph or pursuant to Section 2.12(c) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the each Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the relevant Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank Lender for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the relevant Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Domestic Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50at least 51% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the such Borrower under this Agreement. If the a Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the such Borrower within three Business Days after all Events of Default have been cured or waived. If a Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.12(c), such amount (to the extent not applied as aforesaid) shall be returned to such Borrower as and to the extent that, after giving effect to such return, such Borrower would remain in compliance with Section 2.12(c), and no Event of Default shall have occurred and be continuing. Furthermore, if any Letter of Credit is continuingoutstanding on the date that the Parent Borrower terminates the Domestic Revolving Commitments pursuant to Section 2.9(b), the Parent Borrower shall, on the date of such termination, either (A) cause any such Letter of Credit to be surrendered for cancellation to the applicable Issuing Lender or (B) provide cash collateral pursuant to the terms of this paragraph (or other credit support reasonably satisfactory) to the Administrative Agent for the benefit of such Issuing Lender in an amount equal to at least 103% of the Face Amount of such Letter of Credit pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent. The Parent Borrower hereby grants to the Administrative Agent a security interest in all such cash collateral and all proceeds thereof. Such cash collateral shall be maintained in a blocked interest-bearing deposit account at Bank of America. Upon notice to the Administrative Agent of the termination, reduction or expiration (without a pending drawing) of any such Letter of Credit, the Administrative Agent shall release the relevant cash collateral within three Business Days of the relevant date of termination, reduction or expiration, and the Administrative Agent shall use such cash collateral to promptly reimburse any Issuing Lender honoring any drawing under any such Letter of Credit.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all such Events of Default have been cured or waived as confirmed in writing by the Administrative Agent. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the aggregate Revolving Exposures would not exceed the aggregate Revolving Commitments and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this AgreementCorel shall, on the Business Day following the date on which the Borrower receives they receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Credit Lenders with Revolving L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total Revolving L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit) demanding thereof and of the deposit of cash collateral pursuant amount to this paragraphbe deposited, the Borrower shall deposit in an account with or at the direction of Collateral Agent (the Administrative Agent"L/C COLLATERAL ACCOUNT"), in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to date. Such 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. Each such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations Obligations with respect to Revolving Loans and Letters of the Borrower under this AgreementCredit. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Collateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C Disbursements for which such Issuing Bank it has not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the Borrower Corel for the Revolving L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Credit Lenders with Revolving L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total Revolving L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations the Obligations with respect to Revolving Loans and Letters of the Borrower under this AgreementCredit. If the Borrower Corel is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such the amount remaining on deposit in the account as described above (to the extent not applied as aforesaid) shall be returned to the Borrower Corel within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives Borrowers receive notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 Borrowers described in clause (h) or (i) of Section 8.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Revolving Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Majority Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure LC Exposures representing greater than 50103% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphclause (j), the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereondate; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, payable without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.1(h) or (i). Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Obligations. The Borrower hereby grants to the Administrative Agent, for the benefit of the Borrower under this AgreementIssuing Banks and the Lenders, and agrees to maintain, a first priority security interest in all such Cash Collateral to secure the Secured Obligations, free and clear of all other Liens. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such cash collateral account. Such deposits shall not bear interest. Moneys in such cash collateral account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure LC Exposures representing greater than 50103% of the total Revolving L/C aggregate LC Exposure), shall be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived. Following the Termination Date, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 7.01(h) or (i). The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Secured Obligations. In addition, and without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remains outstanding after the expiration date specified in said paragraph (c), the Borrower under this Agreementshall immediately deposit into the LC Collateral Account an amount in cash equal to 105% of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all such Events of Default is continuinghave been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower that CCSC receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Tranche A Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower CCSC shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 any Borrower described in clause (i) of Section 7.01. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower CCSC under this AgreementAgreement and CCSC hereby grants the Administrative Agent a security interest in respect of each such deposit and the account in which such deposits are held. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at CCSC’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower CCSC for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Tranche A Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower CCSC is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower CCSC within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersLenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided thatprovided, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event of Default is continuingall such Defaults have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure Obligations representing greater more than 50% of the total Revolving L/C ExposureObligations) demanding the deposit of cash collateral pursuant to this paragraphclause (m), the Borrower shall immediately deposit in into an account with or at established and maintained on the direction of the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Lenders, “Collateral Account”) an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure Minimum Collateral Amount as of such date plus any accrued and unpaid interest thereon; , provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (f) of Section 8.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Credit Agreement. In addition, and without limiting the foregoing or clause (d) of this Section 2.03, if any L/C Obligations remain outstanding after the expiration date specified in said clause (d) or on any L/C Cash Collateralization Date, the Borrower shall immediately deposit into the Collateral Account an amount in cash equal to the Minimum Collateral Amount as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse each Issuing Bank L/C Issuer for L/C Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure Obligations at such time or, if the maturity of the Revolving Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure Obligations representing greater more than 50% of the total Revolving L/C ExposureObligations), be applied to satisfy other obligations of the Borrower under this Credit Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5051% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default thereon or make other arrangements with respect to such LC Exposure satisfactory to the Borrower described in clause (h) or (i) of Section 8.01, Administrative Agent and the applicable Issuing Bank; 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 clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have the exclusive dominion and control, including the exclusive right of withdrawal, over such account, subject to the requirements of any applicable intercreditor arrangement. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall may be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall may be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5051% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% fifty-one percent (51%) of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon, if any, as of such date; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII and upon the maturity of the Loans, whether by acceleration or lapse of time. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% at least fifty-one percent (51%) of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Borrower Company receives notice from the Administrative Agent or the Majority Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Company shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit 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 Company described in Sections 10.09, 10.10, 10.11 or 10.12. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Company under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank Lender for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Company for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower Company under this Agreement. If the Borrower Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this AgreementBorrower shall, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent or Revolving Credit Lenders with combined Revolving Credit Commitments representing a majority of the aggregate Revolving Credit Commitments (or, if the maturity of the Loans has been accelerated, Revolving Facility Credit Lenders with Revolving L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% a majority of the total Revolving L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit) demanding thereof and of the deposit of cash collateral pursuant amount to this paragraphbe deposited, the Borrower shall deposit in an account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the Lenders, Revolving Credit Lenders an aggregate amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to date. Such 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. Each such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Collateral Agent (provided that the Collateral Agent shall use reasonable efforts to make such investments), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (a) automatically be applied by the Administrative Agent to reimburse each Issuing the Fronting Bank for L/C Disbursements for which such Issuing Bank has that have not been reimbursed andreimbursed, to the extent not so applied, shall (b) be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, and (c) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Credit Lenders with Revolving L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total Revolving L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5050.0% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of itself, the Issuing Bank and the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementAgreement and the Borrower does hereby grant a security interest in favor of the Administrative Agent in and to such cash collateral as security for the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5050.0% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Applicable Administrative Borrower receives notice from the Administrative Funding Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Applicable Administrative Borrowers shall deposit on terms and in an account with or at accounts satisfactory to the direction of the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the applicable Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 Applicable Administrative Borrower described in Section 8.01(g) or Section 8.01(h). Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account Funds so deposited shall be applied by the Administrative Collateral Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations Obligations pursuant to Section 8.03 herein of the Borrower Borrowers under this Agreement. If the Applicable Administrative Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Applicable Administrative Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be ----------------------- continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the US Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 US Borrower described in Section 8.05. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank the Letter of Credit Issuer for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the US Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after no Event all Events of Default have been cured or waived. If the US Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.12(a), such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower as and to the extent that, after giving effect to such return, the US Borrower would remain in compliance with Section 2.12(a) and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent (or, if or the maturity of the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in dollars and in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; , provided that, that (i) the portions of such amount attributable to undrawn Alternative Currency Letters of Credit or LC Disbursements in an Alternative Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Alternative Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 7.01 the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payablepayable in dollars, without demand or other notice of any kind. For the purposes of this paragraph, the Alternative Currency LC Exposure shall be calculated using the Exchange Rates on the date that notice demanding cash collateralization is delivered to the Borrower. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit pursuant to this paragraph or pursuant to Section 2.10(b) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)accelerated, be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.10(b) and no Event of Default is shall have occurred and be continuing.

Cash Collateralization. (a) If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure Total Acquisition Loan Commitment is otherwise required terminated or reduced to be cash collateralized pursuant an amount insufficient to this Agreementfund the outstanding Letter of Credit Obligations, the Company agrees that it shall on the Business Day following the date on which the Borrower it receives notice from the Administrative Agent, acting upon instructions of the Required Lenders, it will immediately repay in full all Swing Line Overdraft Loans and, after making such payment, deposit in an account (the “Cash Collateral Account”) held by the Agent, for the benefit of the Acquisition Loan Lenders, an amount of cash equal to the Letter of Credit Obligations as of such date. Such deposit shall be held by the Agent as Collateral for the payment and performance of the Obligations. The Agent shall have exclusive dominion and control, including exclusive right of withdrawal, over such account. Funds in the Cash Collateral Account shall be held in a blocked, interest-bearing account held by the Agent upon such terms and in such type of account as customary at the depository institution. The Company shall pay any fees charged by the Agent which fees are of the type customarily charged by such institution with respect to such accounts. Moneys in such account shall (ori) be applied by the Agent to the payment of outstanding reimbursement Obligations in respect of Letters of Credit and interest thereon, if (ii) be held for the satisfaction of future reimbursement Obligations of the Borrowers in respect of Letters of Credit, and (iii) in the event the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)Required Lenders, be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to Company shall provide an amount Cash Collateral under this Section 6.8(a) or shall prepay any Letter of cash collateral hereunder as a result Credit and thereafter either (i) drafts or other demands for payment complying with the terms of the occurrence such Letters of an Event of Default, such amount (Credit are not made prior to the extent not applied as aforesaidrespective expiration dates thereof, or (ii) shall be returned to the Borrower within three Business Days after no such Event of Default shall have been waived or cured, then the Agent, the Floor Plan Agent, the Swing Line Bank and the Lenders agree that the Agent is continuinghereby authorized, without further action by any other Person, to release the Lien in such cash and will direct the Agent to remit to the Company amounts for which the contingent obligations evidenced by such Letters of Credit have ceased. (b) As security for the payment of all Obligations, each Borrower hereby grants, conveys, assigns, pledges, sets over and transfers to the Agent, and creates in the Agent’s favor a Lien on, and security interest in, all money, instruments and securities at any time held in or acquired in connection with the Cash Collateral Account, together with all proceeds thereof. At any time and from time to time, upon the Agent’s request, each Borrower promptly shall execute and deliver any and all such further instruments and documents as may be reasonably necessary, appropriate or desirable in the Agent’s judgment to obtain the full benefits (including perfection and priority) of the security interest created or intended to be created by this Section 6.8(b) and of the rights and powers herein granted.

Cash Collateralization. If (A) On the Commitment Termination Date, the Borrower shall deposit into an account (the “LC Collateral Account”) established by the Administrative Agent an amount in cash equal to the LC Exposure with respect to the Borrower as of such date plus any accrued and unpaid interest thereon (the “Commitment Termination LC Exposure Deposit”). In addition, if an Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which continuing and the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall immediately deposit in an account with or at into the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, LC Collateral Account an amount in cash in Dollars equal to 103% (or, the LC Exposure with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure Borrower as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 or any Consolidated Entities described in Section 9.7. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent in the LC Collateral Account as collateral in the first instance for the LC Exposure with respect to the Borrower under this Agreement and thereafter for the payment and performance of the other Obligations of the Borrower. (B) The LC Collateral Account shall be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent. Interest shall accrue on the LC Collateral Account at a rate equal to the Federal Funds Rate minus ..15%. (C) The Borrower hereby pledges, assigns and grants to the Administrative Agent, as administrative agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the LC Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the LC Collateral Account; (ii) all notes, certificates of deposit and other cash-equivalent instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (D) Neither the Borrower nor any Person claiming or acting on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the LC Collateral Account, except as provided in Section 1.4(11)(G). (E) The Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Agreement. Section 1.4(11). (F) At any time an Event of Default shall be continuing: (i) The Administrative Agent shall may, in its sole discretion, without notice to the Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the LC Collateral Account to first, the aggregate amount of LC Disbursements that have exclusive dominion not been reimbursed by the Borrower and controlsecond, including the exclusive right of withdrawalany other unpaid Obligations then due and payable, over such account. Such deposits shall not bear interest. Moneys in such account shall be applied by order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 1.4(11) are in addition to reimburse each Issuing Bank for any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the LC Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC in effect in the State of New York at that time. (G) At such time prior to the Commitment Termination Date as all Events of Default have been cured or waived in writing and there are no unreimbursed LC Disbursements outstanding, all amounts remaining in the L/C Disbursements for which such Issuing Bank has not been reimbursed and, Collateral Account shall be promptly returned to the extent Borrower. For avoidance of doubt, the preceding sentence shall not so applied, shall be held for affect Borrower’s obligation to make the satisfaction Commitment Termination LC Exposure Deposit on the Commitment Termination Date as otherwise provided in Section 1.4(11)(A). Any surplus of the reimbursement obligations of funds held in the Borrower for the Revolving L/C Exposure at such time or, if the maturity Collateral Account remaining after payment in full of all of the Loans has been accelerated (but subject to Obligations, the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% termination of the total Revolving L/C Exposure), be applied to satisfy other obligations Commitments and the return of the Borrower under this Agreement. If the Borrower is required to provide an amount all outstanding Letters of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) Credit shall be returned paid to the Borrower within three Business Days after no Event of Default is continuingor to whomsoever may be lawfully entitled to receive such surplus.

Cash Collateralization. If (i) any Event of Default shall occur and be continuing, continuing and the Administrative Agent or if the Revolving Required Lenders shall demand that the L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreementcollateralized, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent (or, if ii) the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving shall be accelerated pursuant to Article VIII or (iii) the Borrower shall be required to provide cash collateral for a portion of the L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.13(a), the Borrower shall deposit in an account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure (or, in the case of a deposit pursuant to clause (iii) above, the portion of the L/C Exposure required to be collateralized) as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to date. Such 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. Each such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Collateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank it has not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Credit Lenders with Revolving L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% 50 percent of the total Revolving L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder (x) as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived and or (y) pursuant to Section 2.13(a), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after the elimination the excess of the aggregate L/C Exposure over the Total Revolving Credit Commitment.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Secured Obligations. In addition, and without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remain outstanding after the expiration date specified in said paragraph (c), the Borrower under this Agreementshall immediately deposit into the LC Collateral Account an amount in cash equal to 105% of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, 2018 Extended Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; , provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 paragraph (h) or (i) of Section 7.01. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b) and Section 2.22. Each such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of 2018 Extended Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event the maturity of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this AgreementLoans has been accelerated in accordance with Article VII, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, or Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the relevant Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all such Events of Default is continuingDefaults have been cured or waived.

Cash Collateralization. If any the Commitments shall have been terminated or an Event of Default shall occur have occurred and be continuing, or if continuing and the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent (or, if the maturity of Commitments hereunder terminated and the Loans has been hereunder accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of then the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Company shall deposit in an account with or at the direction of the Administrative Applicable Agent, in the name of the Administrative Applicable Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 Specified Event with respect to the Company. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Applicable Agent as collateral for the payment and performance of the obligations of the Borrower Loan Parties under this Agreementthe Loan Documents. The Administrative Applicable Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits At the request of the Company, amounts so deposited shall not bear interestbe invested by the Applicable Agent, at the Company’s risk and expense, in high quality overnight or short-term cash equivalent investments of prime financial institutions (which may include any Applicable Agent) maturing prior to the date or dates on which the Applicable Agent anticipates that such amounts will be applied as required by this paragraph. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Applicable Agent to reimburse each any Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Company for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), ) be applied to satisfy other obligations of the Borrower Company under this Agreement. If the Borrower Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower Representative receives written notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three (3) Business Days after no Event all such Events of Default is continuinghave been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that a Borrower receives notice from the an Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C applicable LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.19(j), the such Borrower shall deposit in an account with or at the direction of the applicable Administrative Agent, in the name of the such Administrative Agent and for the benefit of the applicable Revolving Credit Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized and in the Alternate Currency, 115%same currency or currencies as) of the Revolving L/C applicable LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 such Borrower described in Section 7.1 (h), (i) or (j). Each such Such deposit pursuant to this paragraph shall be held by the applicable Administrative Agent as collateral for the payment and performance of the obligations of the such Borrower under this Agreement. The Such Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of such Administrative Agent and at the applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the applicable Administrative Agent to reimburse each the applicable Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the Revolving L/C applicable LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C applicable LC Exposure), be applied to satisfy other obligations of the such Borrower under this Agreement. If the such Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the such Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5051% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default thereon or make other arrangements with respect to such LC Exposure satisfactory to the Borrower described in clause (h) or (i) of Section 8.01, Administrative Agent and the applicable Issuing Bank; 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 clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have the exclusive dominion and control, including the exclusive right of withdrawal, over such account, subject to the requirements of any applicable intercreditor arrangement. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall may be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall may be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5051% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the US Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the US Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after no Event of Default is continuingall such Defaults have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all such Events of Default is continuinghave been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% a Majority in Interest of the total Revolving L/C ExposureLenders) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure (other than LC Exposure in respect of Extended Maturity LCs) as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.10(b), 2.10(c) or 2.19(c). Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Moneys Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding the terms of any Security Document, moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% a Majority in Interest of the total Revolving L/C ExposureLenders and (ii) in the case of any such application at a time when any Revolving Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, the Aggregate Revolving Exposure would not exceed the Aggregate Revolving Commitment and no Event of Default shall have occurred and be continuing. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.19(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit (other than Extended Maturity LCs) that is not fully covered by the Revolving Commitments of the non-Defaulting Lenders and/or the remaining cash collateral and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Parent Borrower or any Foreign Subsidiary Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be, shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an the undrawn amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of each outstanding Letter of Credit not cash collateralized and the amount of each unreimbursed LC Disbursements at such time (and in the Alternate Currencysuch currency as each such Letter of Credit is denominated and each such unreimbursed LC Disbursement was made), 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 Parent Borrower or any Foreign Subsidiary Borrower described in clause (h) or (i) of Article VII. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Parent Borrower and the Foreign Subsidiary Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the risk and expense of the Parent Borrower and the Foreign Subsidiary Borrowers, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Parent Borrower and the Foreign Subsidiary Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Parent Borrower and the Foreign Subsidiary Borrowers under this Agreement. If the Parent Borrower or any Foreign Subsidiary Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits of such amounts (to the extent not applied as aforesaid) shall be returned to the Parent Borrower or such Foreign Subsidiary Borrower within three Business Days after all Events of Default have been cured or waived. If the Parent Borrower is required to provide an amount of such collateral hereunder pursuant to Section 2.11(b), such amount plus any accrued interest or realized profits on account of such amount (to the extent not applied as aforesaid) shall be returned to the Parent Borrower as and to the extent that, after giving effect to such return, the Parent Borrower would remain in compliance with Section 2.11(b) and no Default or Event of Default is shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Requisite Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative AgentCollateral Account, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103100% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 10.1(f) or (g). Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementAgreement in accordance with Section 10.5. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent (or, continuing and if the maturity of the Loans has been acceleratedaccelerated with respect to a Borrower pursuant to Article VII, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request of the total Revolving L/C Exposure) Required Lenders demanding the deposit of cash collateral Cash Collateralization pursuant to this paragraph, the each such applicable Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, Cash Collateralize an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency the LC Exposure for all outstanding Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure requested by it as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral Cash Collateralize the LC Exposure shall become effective immediately, and such deposit cash collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5051% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to To the extent not applied as aforesaid) , any cash collateral provided hereunder shall be returned in full to the applicable Borrower within three Business Days after no Event all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposure. (ii) If any Lender becomes, and during the period it remains, a Defaulting Lender, if any Letter of Credit or Swing Line Loan is continuingat the time outstanding, any Issuing Bank (unless such Issuing Bank or the Swing Line Lender is a Defaulting Lender), except to the extent the Commitments have been reallocated pursuant to Section 2.06(k), by notice to the applicable Borrower which requested or has requested the issuance of such Letters of Credit or Swing Line Loan through the Administrative Agent, may require such applicable Borrower to Cash Collateralize within seven Business Days the obligations of such Borrower to the Issuing Banks in respect of such Letters of Credit, or the Swing Line Lender in respect of such Swing Line Loan, as the case may be, in an amount equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender in respect thereof, or to make other arrangements satisfactory to the Administrative Agent and to the applicable Issuing Bank(s) or the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender. Any cash collateral provided pursuant to this clause (ii) shall be deposited in an interest bearing account promptly after the execution of the appropriate deposit account agreement and establishment of such account from which the Administrative Agent will release interest to the applicable Borrower on a periodic basis. (iii) Upon each Maturity Date (other than the latest Maturity Date), the LC Exposure of each Lender whose Commitments terminate on such Maturity Date (each, a “Terminating Bank”) shall, subject to the limitation in the first proviso below, automatically be reallocated (effective on such Maturity Date) among the Lenders whose Commitments do not terminate on such Maturity Date (the “Remaining Banks”), pro rata in accordance with their respective Pro Rata Share (calculated without regard to the Terminating Banks’ Commitments); provided that the sum of each Remaining Bank’s total Credit Exposure may not in any event exceed the Commitment of such Remaining Bank as in effect at the time of such reallocation. To the extent that any portion (the “Unreallocated Portion”) of the Terminating Banks’ LC Exposure cannot be so reallocated pursuant to this section, the applicable Borrower will on or prior to such Maturity Date (i) Cash Collateralize the LC Exposure in an amount at least equal to the aggregate amount of the Unreallocated Portion of such LC Exposure, or (ii) make other arrangements satisfactory to the Administrative Agent and to the applicable Issuing Bank, in their sole discretion, with respect to such Letters of Credit.

Cash Collateralization. (i) If any Event of Default shall occur exists and be continuingthe Loans have been declared due and payable in accordance with Article 7, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, then on the Business Day following the date on which the relevant Revolving Borrower receives notice from the Administrative Agent (or, if at the maturity direction of the Loans has been accelerated, Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash Cash collateral pursuant to this paragraphparagraph (j), the relevant Revolving Borrower shall deposit deposit, in an interest-bearing account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars Cash equal to 103100% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon(minus the amount then on deposit in the LC Collateral Account); provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash Cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each , upon the occurrence of any Event of Default with respect to any Revolving Borrower described in Section 7.01(f) or (g). (ii) Any such deposit pursuant to this paragraph under clause (i) above shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Secured Obligations in accordance with the provisions of the Borrower under this Agreementparagraph (j). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account, and the Borrowers hereby grant the Administrative Agent, for the benefit of the Secured Parties, a First Priority security interest in the LC Collateral Account. Interest or profits, if any, on such account. Such deposits investments shall not bear interestaccumulate in the LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the relevant Revolving Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)Lenders, be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an The amount of cash collateral hereunder as a result any Cash Collateral posted in accordance with the terms of the occurrence of an Event of Defaultthis Section 2.05(j) (together with all interest and other earnings with respect thereto, such amount (to the extent not applied as aforesaid) shall be returned to the relevant Revolving Borrower within promptly but in no event later than three Business Days after no the Event of Default giving rise to the obligation to do so has been cured or waived (so long as no other Event of Default has occurred and is continuing). Notwithstanding the foregoing, any amounts in the LC Collateral Account shall only be invested in investments qualifying as “cash,” “cash items” or “government securities” within the meaning of Section 856(c)(4)(A) of the Code.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersLenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided thatprovided, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account to secure the Obligations. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event of Default is continuingall such Defaults have been cured or waived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing, or continuing and if the Revolving L/C Exposure is otherwise required to be cash collateralized maturity of the Loans has been accelerated pursuant to this AgreementArticle VII, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent (or, if the maturity upon written request of the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral Cash Collateralization pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, Cash Collateralize an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency the LC Exposure for all outstanding Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure requested by it as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral Cash Collateralize the LC Exposure shall become effective immediately, and such deposit Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in clause (g) or (h) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed by the Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5051% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to To the extent not applied as aforesaid) , any cash collateral provided hereunder shall be returned in full to the Borrower within three Business Days after no Event all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposure. (ii) If any Lender becomes, and during the period it remains, a Defaulting Lender, if any Letter of Credit is continuingat the time outstanding, any Issuing Bank (unless such Issuing Bank is a Defaulting Lender), except to the extent the Commitments have been reallocated pursuant to Section 2.06(l), by notice to the Borrower which requested or has requested the issuance of such Letters of Credit through the Administrative Agent, may require such Borrower to Cash Collateralize within seven (7) Business Days the obligations of the Borrower to the Issuing Banks in respect of such Letters of Credit in an amount equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender in respect thereof, or to make other arrangements satisfactory to the Administrative Agent and to the applicable Issuing Bank(s) in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender. Any cash collateral provided pursuant to this clause (ii) shall be deposited in an interest bearing account promptly after the execution of the appropriate deposit account agreement and establishment of such account from which the Administrative Agent will release interest to the Borrower on a periodic basis.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower Representative receives notice from the Administrative Agent (or, if or the maturity of the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, (i) the Borrower U.S. Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lendersapplicable Revolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars the currencies in which such LC Exposure is denominated equal to 103105% (or, with of the LC Exposure in respect to Alternate Currency of Letters of Credit not cash collateralized in issued for the Alternate Currency, 115%) account of the Revolving L/C Exposure U.S. Borrowers and their Restricted Subsidiaries as of such date plus any accrued and unpaid interest thereon; provided that, upon that the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation obligations 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 Company or other applicable Borrower described in clause (h), (i) or (j) of Article VII. Each such deposit pursuant to this paragraph Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations U.S. Obligations arising from LC Exposure in respect of Letters of Credit issued for the account of the Borrower under this AgreementU.S. Borrowers and their Restricted Subsidiaries as further set forth in the applicable Collateral Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the U.S. Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in such account shall the LC Collateral Account shall, notwithstanding anything to the contrary herein or in the Collateral Documents, be applied by the Administrative Agent to reimburse each the applicable Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower U.S. Borrowers for the Revolving L/C LC Exposure in respect of Letters of Credit issued at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C ExposureRequired Lenders), be applied to satisfy other obligations the Secured Obligations (but subject to, in the case of any such application at a time when any Lender is a Defaulting Lender (but only if, after giving effect thereto, the Borrower under this Agreementremaining cash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders that has not been reallocated to non-Defaulting Lenders pursuant to Section 2.20), the consent of each Issuing Bank). If the any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the such Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 any Borrower described in clause (h) or (i) of Section 7.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three Business Days after no Event of Default is continuingall such Defaults have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 any Borrower described in clause (h) or (i) of Article VII. The Borrowers also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three (3) Business Days after no Event of Default is continuingall such Defaults have been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if and to the Revolving L/C Exposure is otherwise required extent any such cash collateralization will not result in an obligation to be grant a security interest in such cash collateralized pursuant collateral to this Agreementholders of notes under any Indenture, the Borrower shall, on the Business Day following the date on which the Borrower it receives notice from the Senior Administrative Agent or the Majority Revolving Credit Banks (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure Credit Banks holding participations in outstanding Letters of Credit representing greater than 50% of the total Revolving aggregate undrawn amount of all outstanding Letters of Credit) thereof and of the amount to be deposited, deposit in the L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphCash Collateral Account, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Credit Banks, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 kinddate. Each such deposit pursuant to this paragraph Such deposits shall be held by the Administrative Senior Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSenior Obligations. The Administrative Senior Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interestbe invested in Temporary Cash Investments, to be selected by the Senior Collateral Agent in its sole discretion, and interest earned on such deposits shall be deposited in such account as additional collateral for the payment and performance of the Senior Obligations. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Senior Administrative Agent to reimburse each the applicable Issuing Bank for L/C Disbursements for which such Issuing Bank it has not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)accelerated, be applied to satisfy other obligations of the Borrower under this AgreementSenior Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived (or during a Cash Sweep Period, paid into the Citibank Concentration Account).

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that Administrative Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative AgentSpecified Borrowing Base Account, in the name of the Administrative Collateral Agent and for the benefit of the LendersSecured Parties, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided thatprovided, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 Borrowers described in clause (g) or (h) of Article VIII. Each such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent in the Specified Borrowing Base Account pursuant to Section 9.01, as collateral for the payment and performance of the obligations of the Borrower Borrowers under this Agreement. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Collateral Agent and at the risk and expense of the Borrowers, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Collateral Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations Obligations of the Borrower Borrowers under this Agreement. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits of such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three Business Days after all Events of Default have been cured or waived. If the Borrowers are required to provide an amount of such collateral hereunder pursuant to Section 2.10(b), such amount plus any accrued interest or realized profits on account of such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.10(b) and no Default or Event of Default is shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Revolving Credit Lenders (or, if the maturity of the Revolving Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C Total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Total LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Total LC Exposure at such time or, if the maturity of the Revolving Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C Total LC Exposure), be applied to satisfy other obligations Obligations of the Borrower under this AgreementBorrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5025% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5025% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all such Events of Default is continuingDefaults have been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three (3) Business Days after no Event of Default is continuingall such Defaults have been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Multicurrency Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative AgentLC Sub-Account, in the name of the Administrative Collateral Agent and for the benefit of the Multicurrency Revolving Lenders, an amount in cash in Dollars equal to the sum of (a) 103% of the LC Exposure (or, determined only with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%clause (a) of the Revolving L/C definition thereof) and (b) 100% of the LC Exposure (determined only with respect to clause (b) of the definition thereof), in each case, as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 Borrower described in paragraph (g) or (h) of Section 8.01. Each such deposit pursuant to this paragraph shall be held by Funds in the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account LC Sub-Account shall be applied by the Administrative Collateral Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Multicurrency Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations in accordance with Section 8.03. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower within three five Business Days after all Events of Default have been cured or waived. If Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b)(iii) or Section 2.10(b)(iv), such amount (to the extent not applied as aforesaid) shall be returned to Borrower as and to the extent that, after giving effect to such return, Borrower would remain in compliance with Section 2.10(b)(iii) or Section 2.10(b)(iv) and no Event of Default is continuingshall have occurred and be continuing or would result therefrom.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower Agent receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure Obligations representing greater than 50at least 66-2/3% of the total Revolving L/C ExposureObligations) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall immediately deposit in an account with or at into the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, Cash Collateral Account an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving total L/C Exposure Obligations as of such date plus any accrued and unpaid interest thereon; , provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Sections 11.1.7 or 11.1.8. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower Borrowers under this Agreement. The In addition, and without limiting the foregoing or Section 2.4.6, if any L/C Obligations remain outstanding after the expiration date specified in Section 2.4.6, the Borrowers shall immediately deposit into the Cash Collateral Account an amount in cash equal to 103% of such L/C Obligations as of such date plus any accrued and unpaid interest thereon. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent shall have exclusive dominion and controlat the Borrower’s risk and expense, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys Interest or profits, if any, on such investments shall accumulate in such account the Collateral Account. Monies in the Cash Collateral Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C Exposure Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure Obligations representing greater than 5066-2/3% of the total Revolving L/C ExposureObligations), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower is Borrowers are required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the US Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, or the Revolving Facility Credit Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C Exposure) LC Exposure demanding the deposit of cash collateral pursuant to this paragraph), the US Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereonthereon minus the amount on deposit in such account that has not been applied against the Obligations of the US Borrower hereunder; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 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 US Borrower described in clause (h) or (i) of Section 7.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and discretion of the Administrative Agent (but, if so made, shall be limited to overnight bank loans or other dollar-denominated investments generally comparable to those described in clauses (a) through (f) of Permitted Investments) and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Lender for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Credit Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the US Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Defaulthereunder, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.