Common use of Cash Collateralization Clause in Contracts

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers described in clause (h) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which the Borrower Holdings receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Revolving Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers described in clause (h) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any the Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.0% of the aggregate shall be required to provide cover for LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral a Class pursuant to this paragraphSection 2.09(a), Section 2.10(c), Section 2.10(d), Section 2.18(c)(ii) or the last paragraph of Section 7.01, the Borrowers Borrower shall promptly deposit into a segregated collateral account or accounts (herein, collectively, the “Letter of Credit Collateral Account”) in an account with the name and under the dominion and control of the Administrative Agent, Cash denominated in the name Currency of the Administrative Agent and for the benefit Letter of the Issuing Banks and the Lenders, Credit under which such LC Exposure arises in an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Creditamount required under Section 2.09(a), as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediatelySection 2.10(c), and such deposit shall become immediately due and payableSection 2.10(d), without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrowers described in clause (hSection 2.18(c)(ii) or (i) the last paragraph of Section 7.01, as applicable. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure under this Agreement and thereafter for the payment and performance of the obligations of Secured Obligations, and for these purposes the Borrowers under this Agreement. At any time that there shall exist Borrower hereby grants a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver security interest to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by for the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion benefit of the Administrative Agent Lenders in Permitted Investments the Letter of Credit Collateral Account and at in any financial assets (as defined in the Borrowers risk and expense, such deposits shall not bear interest. Interest Uniform Commercial Code) or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be other property held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documentstherein. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount cash collateral (to the extent not applied as aforesaidset forth in this Section 2.05(l)) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b2.10(b)(ii), such amount cash collateral (to the extent not applied as aforesaidset forth in this Section 2.05(l)) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers aggregate Credit Exposures would remain in compliance with Section 2.11(b) not exceed the aggregate Commitments and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.0% of the aggregate shall be required to provide cover for LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral a Class pursuant to this paragraphSection 2.09(a), Section 2.10(c), Section 2.10(d), Section 2.18(c)(ii) or the last paragraph of Section 7.01, the Borrowers Borrower shall immediately (or in accordance with the time periods specified in the applicable section) deposit into a segregated collateral account or accounts (herein, collectively, the “Letter of Credit Collateral Account”) in an account with the name and under the dominion and control of the Administrative Agent, Cash denominated in the name Currency of the Administrative Agent and for the benefit Letter of the Issuing Banks and the Lenders, Credit under which such LC Exposure arises in an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Creditamount required under Section 2.09(a), as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediatelySection 2.10(c), and such deposit shall become immediately due and payableSection 2.10(d), without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrowers described in clause (hSection 2.18(c)(ii) or (i) the last paragraph of Section 7.01, as applicable. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure under this Agreement and thereafter for the payment and performance of the obligations of Secured Obligations, and for these purposes the Borrowers under this Agreement. At any time that there shall exist Borrower hereby grants a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver security interest to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by for the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion benefit of the Administrative Agent in Permitted Investments 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% in the Letter of Credit Collateral Account and in any financial assets (as defined in the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy Uniform Commercial Code) or other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documentsproperty held therein. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount cash collateral (to the extent not applied as aforesaidset forth in this Section 2.05(l)) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b2.10(b)(ii), such amount cash collateral (to the extent not applied as aforesaidset forth in this Section 2.05(l)) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers aggregate Credit Exposures would remain in compliance with Section 2.11(b) not exceed the aggregate Commitments and no Specified Default or Event of Default shall have occurred and be continuing.

Cash Collateralization. If any of (i) an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which the Borrower continuing and ODEC receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate total LC Exposure of all Revolving LendersExposure) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; paragraph (provided that the obligation to deposit such Cash Collateral no notice or demand shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, be required upon the occurrence of any Event of Default with respect to the Borrowers ODEC described in clause clauses (h) or and (i) of Section 7.01. The Borrowers also Article VII), (ii) any LC Exposure for any reason remains outstanding as of the Maturity Date or any earlier date of termination of all of the Commitments hereunder, (iii) ODEC shall deposit Cash Collateral be required to provide cover for the LC Exposure pursuant to this paragraph as and to the extent required by Section 2.11(b2.09(b). Each such deposit shall be held by the Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At , or (iv) at any time that there shall exist a Defaulting Lender, if then (A) in the case of clauses (i), (ii) and (iii) above, ODEC shall immediately Cash Collateralize in an amount equal to, in the case of clause (i) above, the LC Exposure as of such date plus any accrued and unpaid interest thereon and, in the case of clause (iii) above, the amount required under Section 2.09(b), and (B) in the case of clause (iv) above, within one Business Day following the written request of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent) ODEC shall Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Lender Fronting Exposure remains outstanding (determined after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to Sections 2.17 and 2.18 and any Cash Collateral provided by the such Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent ) in Permitted Investments 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are required to provide an amount of Cash not less than the Minimum Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingAmount.

Cash Collateralization. If (i) any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has have been acceleratedaccelerated pursuant to Section 8.02, Revolving Lenders with LC L/C Exposure representing more greater than 50.050% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Exposure) demanding the deposit of Cash Collateral pursuant to this paragraph, or (ii) at any time, the Borrowers Letter of Credit Usage exceeds the Letter of Credit Sublimit, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103% of the Dollar Equivalent L/C Exposure (less the Collateralized Letter of the portions of the LC Exposure attributable to Letters of Credit, Credit Usage) as of such date in Dollars plus any accrued and unpaid interest thereonthereon (or, in the case of clause (ii), an amount in cash equal to 103% of such excess); provided that the obligation to deposit such Cash Collateral shall become effective immediatelyupon notice from the Administrative Agent to the Borrower, provided, further, 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 (hf) or (ig) of Section 7.018.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver Obligations with respect to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender)Non-Collateralized Letters of Credit. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks Lenders for LC Disbursements any drawing under a Letter of Credit for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC L/C Exposure at such time or, if the maturity of the Loans has have been accelerated pursuant to Section 8.02 (but subject to the consent of Revolving Lenders with LC L/C Exposure representing more greater than 50.050% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Exposure), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If (i) any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which other than an event with respect to the Borrower receives described in Section 7.01(g) or (h) and the Borrower shall receive notice from the Administrative Agent or the Required Lenders Lenders, requesting that it deposit Cash Collateral and specifying the amount to be deposited, or (orii) an Event of Default shall occur and be continuing with respect to the Borrower described in Section 7.01(g) or (h) then the Borrower shall, if on the maturity Business Day it receives the notice referenced in clause (i) above or immediately upon the occurrence of the Loans has been acceleratedEvent of Default referenced in clause (ii) above, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the each Applicable Issuing Banks Bank and the Lenders, an amount of in cash in dollars equal to 103105% of the Dollar Equivalent of the portions of the LC L/C Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers described in clause (h) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreementdate. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect reallocation pursuant to Section 2.22(a)(iv)2.23(c), then promptly upon the request of the Administrative Agent, any Agent or an Issuing Bank (which request may be condition to issuance amendment, renewal or the Swingline Lenderextension of a Letter of Credit), the Borrowers Borrower shall deliver to the Administrative Agent Agent, for the benefit of each Applicable Issuing Bank and the Lenders, Cash Collateral in an amount sufficient equal to cover such Defaulting Lender the Fronting Exposure at such time (determined for the avoidance of doubt, after giving effect to Section 2.23(a) and any Cash Collateral provided by the any Defaulting Lender). Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Borrower hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest in the L/C Cash Collateral Account, whenever established, all funds held in such L/C Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the Obligations. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers risk and expenseAgent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the Applicable Issuing Banks Bank for LC L/C Disbursements for which they have 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 Borrowers Borrower for the LC 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 Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders)accelerated, be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan DocumentsObligations. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived waived. Cash Collateral (or after the termination appropriate portion thereof) provided to reduce Fronting Exposure shall be released promptly following (A) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by any Defaulting Lender statusceasing to be a Defaulting Lender or ceasing to be a Lender) or (B) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, as applicable. If the Borrowers are required to provide an amount of however, that Cash Collateral hereunder pursuant to Section 2.11(b), such amount (to furnished by or on behalf of a Loan Party shall not be released during 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 2.11(b) and no continuance of an Event of Default shall have occurred and may be continuingotherwise applied in accordance with Section 7.06.

Cash Collateralization. If any Event of Default under clause paragraph (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause paragraph (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any the Issuing Bank or the Swingline Lender, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral cash collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If (i) there exists any LC Exposure on the Initial Maturity Date and the Maturity Date has not been extended pursuant to Section 2.21, (ii) any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, then on the Business Day 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 Lenders with LC Exposure Exposures representing more greater than 50.050% of the aggregate total LC Exposure of all Revolving LendersExposure) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, or (iii) the Borrowers Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure pursuant to Section 2.21(b), then the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars the same currency in which the applicable Letter of Credit was denominated and equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest and fees thereon; provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause (h) or (i) of Section 7.01Article VII. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Agent as As collateral security for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect the Borrower hereby grants to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any for the benefit of each Issuing Bank and the Lenders, a first priority security interest in such account and all amounts and other property from time to time deposited or the Swingline Lenderheld in such account, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to and all proceeds thereof, and any Cash Collateral provided by the Defaulting Lender)substitutions and replacements therefor. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made in one or more types of Cash Equivalents at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 ratably the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of Revolving Lenders with LC Exposure Exposures representing more greater than 50.050% of the total 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 Revolving Defaulting Lenders) the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or Default, and the existence of a Defaulting Lender, such amount (Borrower is not otherwise required to pay to the extent not applied as aforesaid) shall be returned Administrative Agent the excess attributable to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are required to provide an amount of Cash Collateral hereunder LC Exposure pursuant to Section 2.11(b2.21(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as and 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 portion of the cash collateral (to the extent that, after giving effect not applied as aforesaid) shall be returned to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event Borrower as promptly as practicable to the extent that the LC Exposure of Default shall have occurred and be continuingthe Issuing Banks is covered by the Commitments or the remaining cash collateral.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers Borrower described in clause (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any the Issuing Bank or the Swingline Lender, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If (i) any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, (ii) the Administrative Agent has declared the Loans outstanding hereunder due and payable pursuant to Section 7.01 or (iii) in the case of a Defaulting Lender, there shall exist any LC Exposure that cannot be reallocated among the non-Defaulting Lenders pursuant to Section 2.21(c) then, on the Business Day on which the Borrower that an Account Party receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers such Account Party shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and Lenders (or, in the case of clause (iii), the non-Defaulting Lenders), an amount of in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure (or, in the case of clause (iii), the LC Exposure of the Defaulting Lender that cannot be fully reallocated pursuant to Section 2.21(c)(i)) as of such date attributable to Letters of Credit, as Credit issued for the account of such date Account Party plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral 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 Holdings, any Borrower or any Account Party described in clause (h) or (i) of Section 7.01. The Borrowers also shall ; provided further that, in the case of clause (iii), an Account Party may, if approved by each applicable Issuing Bank in its sole discretion, provide other credit support in lieu of the deposit Cash Collateral of cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b)paragraph. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers such Account Party under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion request of the Administrative Agent in Permitted Investments an Account Party (and at the Borrowers such Account Party’s risk and expense), subject to approval by the Administrative 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 the any Issuing Banks Bank that is not a Defaulting Lender for LC Disbursements in respect of Letters of Credit issued for the account of such Account Party for which they have 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 Borrowers such Account Party for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders)accelerated, be applied to satisfy the other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingObligations.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers Borrower described in clause (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause paragraph (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause paragraph (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Agent or the Issuing Bank or the Swingline Lender, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral cash collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers risk and expenseInvestments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which that the Borrower Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure L/C Obligations representing more than 50.0at least 66-2/3% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphclause (o), the Borrowers such Borrower shall immediately deposit in into an account with established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Issuing Banks and the Lenders, “Collateral Account”) an amount of in cash in dollars equal to 103102% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, total L/C Obligations as of such date plus any accrued and unpaid interest thereon; , provided that the obligation to deposit such Cash Collateral 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 such Borrower described in clause (h) or (if) of Section 7.018.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers applicable Borrower under this Agreement. At any time that there shall exist a Defaulting LenderIn addition, and without limiting the foregoing or clause (d) of this Section 2.03, if any Defaulting Lender Fronting Exposure remains L/C Obligations remain outstanding after the expiration date specified in said clause (after giving effect to Section 2.22(a)(iv)d), then promptly upon the request of applicable Borrower shall immediately deposit into the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in Account an amount sufficient in cash equal to cover 102% of such Defaulting Lender Fronting Exposure (after giving effect to L/C Obligations as of such date plus any Cash Collateral provided by the Defaulting Lender)accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks each L/C Issuer for LC L/C Disbursements for which they have 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 Borrowers applicable Borrower for the LC Exposure L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure L/C Obligations representing more than 50.066-2/3% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Obligations), be applied to satisfy other obligations of the Borrowers such Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are applicable Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers such Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which that the Opco Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure L/C Obligations representing more greater than 50.050% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral pursuant to this paragraphclause (o), the Borrowers shall immediately deposit in into an account with established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Issuing Banks and the Lenders, “Collateral Account”) an amount of in cash in dollars equal to 103105% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, total L/C Obligations as of such date plus any accrued and unpaid interest thereon; 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 Borrowers any Borrower described in clause (h) or (if) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting LenderIn addition, and without limiting the foregoing or clause (d) of this Section 2.06, if any Defaulting Lender Fronting Exposure remains L/C Obligations remain outstanding after the expiration date specified in said clause (after giving effect to Section 2.22(a)(ivd)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to immediately deposit into the Administrative Agent Cash Collateral in Account an amount sufficient in cash equal to cover 105% of such Defaulting Lender Fronting Exposure (after giving effect to L/C Obligations as of such date plus any Cash Collateral provided by the Defaulting Lender)accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks each L/C Issuer for LC L/C Disbursements for which they have 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 Borrowers for the LC Exposure L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure L/C Obligations representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Obligations), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are any Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Opco Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or 7.01(i), on the Business Day or (ii) in the case of any other Event of Default, on the third (3rd) Business Day, in each case, 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 LC Revolving L/C Exposure representing more greater than 50.050% of the aggregate LC Exposure of all total Revolving LendersL/C Exposure) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account or accounts with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103105% of the Dollar Equivalent of the portions of the LC Revolving L/C Exposure attributable to Letters of Credit, 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 Section 7.01(h) or 7.01(i), the obligation to deposit such Cash Collateral 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 7.01. The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit pursuant to this paragraph or pursuant to Section 2.11(b) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender)Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrower hereby grants the Administrative Agent a security interest in such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, the Borrower, in each case, in Permitted Investments and at the Borrowers risk and expenseexpense of the Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC L/C Disbursements for which they have the Issuing Bank 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 Borrowers Borrower for the LC Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Revolving L/C Exposure representing more greater than 50.050% of the aggregate LC Exposure of all the total Revolving LendersL/C Exposure), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan DocumentsSecured Obligations. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure L/C Obligations representing more than 50.0at least 66-2/3% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall immediately deposit in into an account with established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Issuing Banks and the Lenders, “Collateral Account”) an amount of in cash in dollars equal to 103105% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, total L/C Obligations as of such date plus any accrued and unpaid interest thereon; , provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause (hg) or (ih) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting LenderIn addition, and without limiting the foregoing or paragraph (d) of this Section, if any Defaulting Lender Fronting Exposure remains L/C Obligations remain outstanding after the expiration date specified in said paragraph (after giving effect to Section 2.22(a)(iv)d), then promptly upon the request of Borrower shall immediately deposit into the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in Account an amount sufficient in cash equal to cover 105% of such Defaulting Lender Fronting Exposure (after giving effect to L/C Obligations as of such date plus any Cash Collateral provided by the Defaulting Lender)accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse the each Issuing Banks Bank for LC L/C Disbursements for which they have 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 Borrowers Borrower for the LC Exposure L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure L/C Obligations representing more than 50.066-2/3% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Obligations), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If any Event of Default under clause paragraph (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars dollars, euro and Sterling equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of CreditCredit denominated in dollars, euro or Sterling, respectively, as of such date plus any accrued and unpaid interest thereon; , provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause paragraph (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure L/C Obligations representing more than 50.0at least 66-2/3% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphclause (o), the Borrowers Borrower shall immediately deposit in into an account with established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Issuing Banks and the Lenders, “Collateral Account”) an amount of in cash in dollars equal to 103105% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, total L/C Obligations as of such date plus any accrued and unpaid interest thereon; , provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause (h) or (if) of Section 7.018.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting LenderIn addition, and without limiting the foregoing or clause (d) of this Section 2.03, if any Defaulting Lender Fronting Exposure remains L/C Obligations remain outstanding after the expiration date specified in said clause (after giving effect to Section 2.22(a)(iv)d), then promptly upon the request of Borrower shall immediately deposit into the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in Account an amount sufficient in cash equal to cover 105% of such Defaulting Lender Fronting Exposure (after giving effect to L/C Obligations as of such date plus any Cash Collateral provided by the Defaulting Lender)accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks L/C Issuer for LC L/C Disbursements for which they have 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 Borrowers Borrower for the LC Exposure L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure L/C Obligations representing more than 50.066-2/3% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Obligations), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If any Event the Borrower shall be required to provide cover for LC Exposure of Default under clause (aa Class of Commitments pursuant to Section 2.09(a), (bSection 2.10(c), (hSection 2.10(d), Section 2.18(c)(ii), Section 2.22(b) or (i) the last paragraph of Section 7.01 shall occur and be continuingor Section 9.21, on the Business Day on which the Borrower receives notice from shall immediately (or in accordance with the Administrative Agent time periods specified in the applicable section) deposit into a segregated collateral account or the Required Lenders accounts (orherein, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraphcollectively, the Borrowers shall deposit “Letter of Credit Collateral Account”) in an account with the name and under the dominion and control of the Administrative Agent, Cash denominated in the name Currency of the Administrative Agent and for the benefit Letter of the Issuing Banks and the Lenders, Credit under which such LC Exposure arises in an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Creditamount required under Section 2.09(a), as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediatelySection 2.10(c), and such deposit shall become immediately due and payableSection 2.10(d), without demand or other notice of any kindSection 2.18(c)(ii), upon the occurrence of any Event of Default with respect to the Borrowers described in clause (hSection 2.22(b) or (i) the last paragraph of Section 7.01, as applicable. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure under this Agreement and thereafter for the payment and performance of the obligations of Secured Obligations, and for these purposes the Borrowers under this Agreement. At any time that there shall exist Borrower hereby grants a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver security interest to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by for the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion benefit of the Administrative Agent in Permitted Investments 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% in the Letter of Credit Collateral Account and in any financial assets (as defined in the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy Uniform Commercial Code) or other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documentsproperty held therein. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount cash collateral (to the extent not applied as aforesaidset forth in this Section 2.05(l)) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b2.10(b)(ii), such amount cash collateral (to the extent not applied as aforesaidset forth in this Section 2.05(l)) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers aggregate Credit Exposures would remain in compliance with Section 2.11(b) not exceed the aggregate Commitments and no Specified Default or Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause paragraph (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks Lenders and the LendersIssuing Banks, an amount of cash in dollars equal to 103105.0% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause paragraph (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, Agent or any Issuing Bank or the Swingline LenderBank, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral cash collateral in an amount equal to 105.0% of the amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral cash collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Issuing Banks and the Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause occurs and is continuing, (a), (b), (h) in the case of an Event of Default described in Section 8.01(8) or (i) of Section 7.01 shall occur and be continuing9), on the Business Day Day, or (b) in the case of any other Event of Default, on the third Business Day, in each case, following the date on which the Borrower receives Borrowers receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphparagraph (11), the Borrowers shall will 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 Revolving Lenders, an amount of in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Revolving L/C Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided that that, in each case, upon the occurrence of any Event of Default described in Section 8.01(8) or (9), the obligation to deposit such Cash Collateral shall cash collateral will become effective immediately, and such deposit shall will 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 7.01. The Borrowers also shall Each such deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall will be held by the Administrative Agent or the Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall will have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccounts. Other than any interest earned on the investment of such deposits, which investments shall will be made at the option and sole discretion of (i) for so long as an Event of Default is continuing, the Administrative Agent and (ii) at any other time, the Borrowers, in Permitted Investments each case, in Cash Equivalents and at the Borrowers risk and expenseexpense of the Borrowers, such deposits shall will not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall described in the foregoing will be applied by the Administrative Agent to reimburse the each Issuing Banks Bank for LC L/C Disbursements for which they have such Issuing Bank has not been reimbursed and, to the extent not so applied, shall will be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Required Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers (or any of them) are required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall will be returned to the such Borrowers within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which that 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 Lenders with LC Exposure L/C Obligations representing more than 50.0at least 66-2/3% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphparagraph (o), the Borrowers shall immediately deposit in into an account with established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Issuing Banks and the Lenders, “Cash Collateral Account”) an amount of in cash in dollars equal to 103105% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, total L/C Obligations as of such date plus any accrued and unpaid interest thereon; , provided that the obligation to deposit such Cash Collateral 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 any Borrower described in clause (h) or (if) of Section 7.018.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting LenderIn addition, and without limiting the foregoing or paragraph (d) of this Section 2.03, if any Defaulting Lender Fronting Exposure remains L/C Obligations remain outstanding after the expiration date specified in said paragraph (after giving effect to Section 2.22(a)(ivd)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to immediately deposit into the Administrative Agent Cash Collateral in Account an amount sufficient in cash equal to cover 105% of such Defaulting Lender Fronting Exposure (after giving effect to L/C Obligations as of such date plus any Cash Collateral provided by the Defaulting Lender)accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Cash Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Cash Collateral Account. Moneys in such account the Cash Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks each L/C Issuer for LC L/C Disbursements for which they have 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 Borrowers for the LC Exposure L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure L/C Obligations representing more than 50.066-2/3% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Obligations), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If (i) any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which the Borrower that GEO receives notice from the Administrative Agent or the Required Revolving Credit Lenders (or, if the maturity of the Loans has been accelerated, Revolving Credit Lenders with LC Exposure representing more than 50.050% of the aggregate total LC Exposure of all Revolving LendersExposure) demanding the deposit of Cash Collateral cash collateral, (ii) the Borrowers shall be required to provide cover for LC Exposure pursuant to this paragraphSection 2.10(c), or (iii) GEO shall elect to extend the expiration date of any Letter of Credit pursuant to Section 2.05(d), the Borrowers shall immediately deposit in an into a cash collateral account with established at a banking institution selected by the Administrative AgentAgent (the “Collateral Account”), which account may be a “securities account” (within the meaning of Section 8-501 of the UCC as in effect in the State of New York), in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Revolving Credit Lenders, an amount of in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereonthereon and, in the case of cover pursuant to Section 2.10(c), the amount required under Section 2.10(c); provided that the obligation to deposit such Cash Collateral 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 any Borrower described in clause (hSections 7.01(h) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request Agreement in respect of the Administrative Agent, any Issuing Bank or Lenders’ LC Exposure and the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided other amounts contemplated by the Defaulting Lender)this paragraph. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse the each Issuing Banks Lender for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving all Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving LendersExposure), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are required to provide an amount of Cash Collateral cash collateral hereunder as a result of (i) the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaidii) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(b2.10(c)(ii) or (iii) pursuant to Section 2.05(d), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as and to the extent that, GEO within three Business Days after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event all Events of Default shall have occurred and be continuingbeen cured or waived (in the case of clause (i) of this sentence), as provided in said Section 2.10(c)(ii) (in the case of clause (ii) of this sentence) or after the termination of the applicable Letter of Credit (in the case of clause (iii) of this sentence).

Cash Collateralization. If (i) any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which continuing and the Borrower receives notice from the Administrative Agent or the Required Majority Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphSection 2.08(k), (ii) the Borrowers Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c), (iii) the Borrower elects to cash collateralize the LC Exposure of any Impacted Lender pursuant to Section 2.08(b) or (iv) any Letter of Credit is outstanding at the time any Lender is an Impacted Lender and the Borrower receives written request from the Issuing Bank demanding the deposit of cash collateral pursuant to this Section 2.08(k), then the Borrower shall deposit deposit, in an account with 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 equal to, in the case of an Event of Default, the LC Exposure, and in the case of a payment required by Section 3.04(c), the amount of such excess as provided in Section 3.04(c), and in the case of an Impacted Lender, an amount in cash in dollars equal to 103% such Impacted Lender’s portion of the Dollar Equivalent total LC Exposure at such time as calculated pursuant to clause (x) of Section 2.08(b) (less any amounts already on deposit in such account representing cash collateral for any portion of such Impacted Lender’s portion of the portions of the total LC Exposure attributable to Letters of CreditExposure), as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral 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 any Loan Party described in clause (hSection 10.01(h) or (i) of Section 7.0110.01(i). The Borrowers also shall Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, an exclusive first priority and continuing perfected security interest in and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit Cash Collateral amounts pursuant to this paragraph as Section 2.08(k) shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent required permitted by Section 2.11(b)applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower or any of its Subsidiaries may now or hereafter have against any such beneficiary, the Issuing Bank, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Each such Such deposit shall be held by the Agent as collateral for securing the payment and performance of the Borrower’s and the Guarantor’s obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon Agreement and the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender)other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the written request and instruction of the Borrower but at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders)accelerated, be applied to satisfy other obligations of the Borrowers Borrower and the Guarantors under this Agreement in accordance with or the terms of the other Loan Documents. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of cash collateral pursuant to paragraphs (i), (iii) or (iv) above, and the occurrence of Borrower is not otherwise required to pay to the Administrative Agent the excess attributable to an Event of Default or the existence of a Defaulting LenderLC Exposure in connection with any prepayment pursuant to Section 3.04(c), then such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after (x) in the case of cash collateral provided pursuant to paragraph (i) above, all Events of Default have been cured or waived or after and (y) in the termination case of Defaulting Lender status, as applicable. If the Borrowers are required to provide an amount of Cash Collateral hereunder cash collateral provided pursuant to Section 2.11(b)paragraphs (iii) or (iv) above, the applicable Impacted Lender is no longer an Impacted Lender. The Borrower may at any time request confirmation from the Administrative Agent that an Impacted Lender is no longer an Impacted Lender, and the Administrative Agent shall promptly confirm such amount (request or provide written confirmation to the extent not applied as aforesaid) shall be returned to Borrower that such Lender remains an Impacted Lender and the Borrowers as and to the extent that, after giving effect to basis for such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingdetermination.

Cash Collateralization. If (i) any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuingcontinuing or (ii) to the extent and so long as the L/C Exposure exceeds the Total Revolving Credit Commitment, the Borrower shall, on the Business Day on which the Borrower it receives notice from the Administrative Paying Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Credit Lenders with LC Exposure holding participations in outstanding Letters of Credit representing more greater than 50.050% of the aggregate LC Exposure undrawn amount of all Revolving Lendersoutstanding Letters of Credit) demanding thereof and of the deposit of Cash Collateral pursuant amount to this paragraphbe deposited, the Borrowers shall deposit in an account with the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Revolving Credit Lenders, an amount of in cash in dollars equal to 103% the L/C Exposure (or in the case of clause (ii) of this sentence, the excess of the Dollar Equivalent of L/C Exposure over the portions of the LC Exposure attributable to Letters of Credit, Total Revolving Credit Commitment) as of such date plus any accrued and unpaid interest thereon; 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 Borrowers described in clause (h) or (i) of Section 7.01date. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender)Obligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at as selected by the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers risk and expenseCollateral 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 Paying Agent to reimburse the Issuing Banks Bank for LC L/C Disbursements for which they have 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 Borrowers Borrower for the LC 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 Credit Lenders with LC Exposure holding participations in outstanding Letters of Credit representing more greater than 50.050% of the aggregate LC Exposure undrawn amount of all the Revolving Lendersoutstanding Letters of Credit), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan DocumentsObligations. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result cash collateral pursuant to clause (i) of the occurrence first sentence of an Event of Default or the existence of a Defaulting Lender, such amount this paragraph (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(bj), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as and 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 pursuant to clause (ii) of the first sentence of this paragraph (j), such amount shall be returned to the Borrower from time to time to the extent thatthat the amount of such cash collateral held by the Collateral Agent exceeds the excess, after giving effect to such returnif any, of the Borrowers would remain in compliance with Section 2.11(b) and L/C Exposure over the Total Revolving Credit Commitment so long as no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or (i), on the Business Day or (ii) in the case of any other Event of Default, on the third Business Day, in each case, following the date on which the U.S. Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, U.S. Revolving Facility Lenders with LC Revolving L/C Exposure representing more greater than 50.050% of the aggregate LC Exposure of all total Revolving LendersL/C Exposure) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers U.S. Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in Dollars in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Revolving L/C Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided that (i) the portion of such amount attributable to undrawn Foreign Currency Letters of Credit or L/C Disbursements in a Foreign Currency that the U.S. Borrower is not late in reimbursing pursuant to Section 2.05(e) shall be deposited with the Administrative Agent in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and L/C Disbursements and (ii) upon the occurrence of any Event of Default with respect to a Borrower described in clause (h) or (i) of Section 7.01, the obligation to deposit such Cash Collateral 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, upon the occurrence of any Event of Default with respect to the Borrowers described in clause (h) or (i) of Section 7.01. The Borrowers U.S. Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit pursuant to this paragraph or pursuant to Section 2.11(b) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers U.S. Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any 108 interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, the U.S. Borrower, in each case, in Permitted Investments and at the Borrowers risk and expenseexpense of the U.S. Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the each Issuing Banks Bank for LC L/C Disbursements for which they have 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 Borrowers U.S. Borrower for the LC Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of U.S. Revolving Facility Lenders with LC Revolving L/C Exposure representing more greater than 50.050% of the aggregate LC Exposure of all the total Revolving LendersL/C Exposure), be applied to satisfy other obligations of the Borrowers U.S. Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are U.S. Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers U.S. Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are U.S. Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers U.S. Borrower as and to the extent that, after giving effect to such return, the Borrowers U.S. Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which that the Principal Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure L/C Obligations representing more than 50.0at least 66-2/3% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphclause (o), the Borrowers shall immediately deposit in into an account with established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Issuing Banks and the Lenders, “Collateral Account”) an amount of in cash in dollars equal to 103100% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, total L/C Obligations as of such date plus any accrued and unpaid interest thereon; provided that provided, the obligation to deposit such Cash Collateral 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 (if) of Section 7.018.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting LenderIn addition, and without limiting the foregoing or clause (d) of this Section 2.03, if any Defaulting Lender Fronting Exposure remains L/C Obligations remain outstanding after the expiration date specified in said clause (after giving effect to Section 2.22(a)(ivd)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to immediately deposit into the Administrative Agent Cash Collateral in Account an amount sufficient in cash equal to cover 100% of such Defaulting Lender Fronting Exposure (after giving effect to L/C Obligations as of such date plus any Cash Collateral provided by the Defaulting Lender)accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers each Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks each L/C Issuer for LC L/C Disbursements for which they have 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 Borrowers for the LC Exposure L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure L/C Obligations representing more than 50.066-2/3% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Obligations), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are any Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers such Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If any (i) an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure reimbursement obligations with respect to L/C Obligations representing more greater than 50.050% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral pursuant to this paragraphSection 2.19(k) or (ii) the Borrower is required to Cash Collateralize L/C Obligations pursuant to a provision of this Agreement including pursuant to the provisions of Section 2.5(b), Section 2.5(c) or Section 2.20(h), on the date required by such provision, the Borrowers Borrower shall deposit provide Cash Collateral in an account with the Administrative Agent, amount in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, L/C Obligations as of such date plus any accrued and unpaid interest thereon; 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 Borrowers Borrower described in clause (h) or (if) of Section 7.01Article 7. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Agent as As collateral security for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect the Borrower hereby grants to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any for the benefit of each Issuing Bank or and the Swingline LenderLenders, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to foregoing, and any Cash Collateral provided by the Defaulting Lender)substitutions and replacements therefor. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, as applicable, over any such accountcash, accounts and other property. Other than any interest earned on the investment of any such deposits, which investments shall be deposits (in the event any such investment is made at pursuant to the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers risk and expensefollowing sentence), such deposits shall not bear interest. The Administrative Agent shall not be required to invest any such deposits; provided that if the Administrative Agent elects to invest any such deposits, the Administrative Agent shall invest such deposits in one or more types of Cash Equivalents, and such investments shall be at the Borrower’s risk and expense. Interest or profits, if any, on such investments shall accumulate in any such accountaccounts. Moneys in any such account accounts and the cash proceeds of any other property shall be applied by the Administrative Agent to reimburse ratably the Issuing Banks for LC Disbursements any L/C Disbursement for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure reimbursement obligations with respect to L/C Obligations representing more greater than 50.050% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Obligations), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default and the Borrower is not otherwise required to pay to the Administrative Agent any Cash Collateral under Section 2.5(b), Section 2.5(c) or the existence of a Defaulting LenderSection 2.20(h) or otherwise, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived waived. If no Event of Default exists, Cash Collateral (or after the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender statusstatus of the applicable Lender (or, as applicable. If appropriate, its assignee following compliance with the Borrowers are required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(bterms hereof)), such amount or (to ii) the extent not applied as aforesaid) shall be returned to determination by the Borrowers as Administrative Agent and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingapplicable Issuing Bank that there exists excess Cash Collateral.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or (i), on the Business Day or (ii) in the case of any other Event of Default, on the third Business Day, in each case, 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 Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Required Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers 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 of in cash in dollars Dollars equal to 103% of the Dollar Equivalent of the portions of the LC Revolving L/C Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided provided, that upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 7.01, the obligation to deposit such Cash Collateral 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 7.01. The Borrowers also shall Each such deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, the Borrower, in each case, in Permitted Investments and at the Borrowers risk and expenseexpense of the Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the each Issuing Banks Bank for LC L/C Disbursements for which they have 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 Borrowers Borrower for the LC Revolving L/C Exposure at such time or, if Table of Contents the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Required Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If (i) any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which that the Borrower Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more greater than 50.051% of the aggregate total LC Exposure of all Revolving LendersExposure) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, (ii) a Change in Control shall occur, or (iii) any Letter of Credit (A) remains outstanding on the Borrowers fifth Business Day prior to the Stated Maturity Date, or (B) is issued during the period commencing with such fifth Business Day and ending on the Business Day immediately preceding the Stated Maturity Date, the Company shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereonthereon (or in the case of any issuance of a Letter of Credit referred to in the foregoing clause (iii)(B), an amount in cash equal to the LC Exposure in respect of such Letter of Credit); provided that the obligation to deposit such Cash Collateral cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon (A) the occurrence of any event described in the foregoing clauses (i), (ii) or (iii)(B) or (B) the occurrence of any Event of Default with respect to the Borrowers either Borrower described in clause (hg) or (ih) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon Agreement and the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender)other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, deposits (which investments shall be made at the option and sole discretion of the Administrative Agent Agent, but only in Permitted Investments investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, if such deposit has been made by reason of a Change in Control having occurred, or any Letter of Credit remaining outstanding on the Stated Maturity Date, and in any event at the Borrowers Company’s risk and expense, ) such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountaccount and may, subject to the immediately preceding sentence be reinvested from time to time. Moneys in such account shall be applied by the Administrative Agent to reimburse the each Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more greater than 50.051% of the aggregate total LC Exposure of all the Revolving LendersExposure), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with and the terms of the other Loan Documents. If the Borrowers are Company is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Company within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are Company is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b)as a result of any Letter of Credit remaining outstanding on the Stated Maturity Date, then such amount (to the extent not applied as aforesaid) cash collateral or portion thereof shall be returned to released promptly following: (i) the Borrowers as and to elimination of the extent that, after giving effect to such return, applicable LC Exposure or (ii) the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingAdministrative Agent’s good faith determination that there exists excess cash collateral.

Cash Collateralization. If any Event the Borrower shall be required to provide cover for LC Exposure of Default under clause (aa Class pursuant to Section 2.09(a), (bSection 2.10(c), (h) or (i) Section 2.10(d), Section 2.18(c)(ii), the last paragraph of Section 7.01 shall occur and be continuingor Section 9.21, on the Business Day on which the Borrower receives notice from shall immediately (or in accordance with the Administrative Agent time periods specified in the applicable section) deposit into a segregated collateral account or the Required Lenders accounts (orherein, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraphcollectively, the Borrowers shall deposit “Letter of Credit Collateral Account”) in an account with the name and under the dominion and control of the Administrative Agent, Cash denominated in the name Currency of the Administrative Agent and for the benefit Letter of the Issuing Banks and the Lenders, Credit under which such LC Exposure arises in an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Creditamount required under Section 2.09(a), as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediatelySection 2.10(c), and such deposit shall become immediately due and payableSection 2.10(d), without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrowers described in clause (hSection 2.18(c)(ii) or (i) the last paragraph of Section 7.01, as applicable. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure under this Agreement and thereafter for the payment and performance of the obligations of Secured Obligations, and for these purposes the Borrowers under this Agreement. At any time that there shall exist Borrower hereby grants a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver security interest to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by for the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion benefit of the Administrative Agent in Permitted Investments 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% in the Letter of Credit Collateral Account and in any financial assets (as defined in the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy Uniform Commercial Code) or other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documentsproperty held therein. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount cash collateral (to the extent not applied as aforesaidset forth in this Section 2.05(l)) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b2.10(b)(ii), such amount cash collateral (to the extent not applied as aforesaidset forth in this Section 2.05(l)) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers aggregate Credit Exposures would remain in compliance with Section 2.11(b) not exceed the aggregate Commitments and no Specified Default or Event of Default shall have occurred and be continuing.

Cash Collateralization. If (i) effective immediately, without demand or other notice of any kind, as of any expiration date of a Letter of Credit, such Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence and continuation of any Event of Default under clause (a), (b), paragraph (h) or (i) of Section 7.01 7.01, or (iii) any other Event of Default shall occur and be continuingcontinuing or if the maturity of the Loans has been accelerated, then on the Business Day on which the Borrower receives notice from the Administrative Agent Agent, the applicable Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphparagraph (although no such notice shall be required as set forth in clause (ii) above), the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the LendersSecured Parties, an amount of cash in dollars equal to 103105% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers described in clause (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this AgreementAgreement and the other Loan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Agent or an Issuing Bank or the Swingline LenderBank, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral cash collateral provided by the Defaulting Lender). The Administrative Agent (for the benefit of the Secured Parties) shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account shall be applied by the Administrative Agent first to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenders), such balance shall be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Revolving Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers Borrower described in clause (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, Agent or any Issuing Bank or the Swingline LenderBank, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause paragraph (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103% of the dollars, US Dollar Equivalent of euro and US Dollar Equivalent of Sterling equal to the portions of the LC Exposure attributable to Letters of CreditCredit denominated in dollars, US Dollar Equivalent of euro or US Dollar Equivalent of Sterling, respectively, as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause paragraph (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any the Issuing Bank or the Swingline Lender, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral cash collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or (i), on the Business Day or (ii) in the case of any other Event of Default, on the third Business Day, in each case, following the date on which the Borrower receives Borrowers receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders and Synthetic L/C Lenders with LC L/C Exposure representing more greater than 50.050% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Exposure) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers each Borrower shall deposit in an a separate account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars Dollars equal to 103% of the Dollar Equivalent of the portions of the LC aggregate L/C Exposure attributable with respect to Letters of Credit, such Borrower as of such date plus any accrued and unpaid interest thereon; provided provided, that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or L/C Disbursements in a Foreign Currency that the Borrowers are not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and L/C Disbursements and (ii) upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Section 7.01, the obligation to deposit such Cash Collateral 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 7.01. The Borrowers also shall Each such deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers applicable Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, the Borrowers, in each case, in Permitted Investments and at the Borrowers risk and expenseexpense 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 Agent to reimburse the each Issuing Banks Bank for LC L/C Disbursements for which they have 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 Borrowers applicable Borrower for the LC applicable Synthetic L/C Exposure and 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 and Synthetic L/C Lenders with LC L/C Exposure representing more greater than 50.050% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Exposure), be applied to satisfy other obligations of the Borrowers applicable Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are any Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers such Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If (i) effective immediately, without demand or other notice of any kind, as of any expiration date of a Letter of Credit, such Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence of any Event of Default under clause (a), (b), paragraph (h) or (i) of Section 7.01, or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur and be continuing, on the Business Day on which the Borrower receives notice from the Administrative Agent Agent, the applicable Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the LendersSecured Parties, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers described in clause (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this AgreementAgreement and the other Loan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank Agent or the Swingline LenderIssuing Bank, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral cash collateral provided by the Defaulting Lender). The Administrative Agent (for the benefit of the Secured Parties) shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account shall be applied by the Administrative Agent first to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenders), such balance shall be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which the Borrower Holdings receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers described in clause (h) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any the Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Revolving Credit Loans has been accelerated, Revolving Lenders with LC Exposure L/C Obligations representing more than 50.0at least 66-2/3% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall immediately deposit in into an account with or accounts established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Issuing Banks and the Lenders, “Collateral Account”) an amount of in cash in dollars equal to 103105% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, total L/C Obligations as of such date plus any accrued and unpaid interest thereon; , provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause (h) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b7.1(f). Each such Such deposit shall be held by the Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower in respect of the Revolving Credit Facility under this Agreement. At any time that there shall exist a Defaulting LenderIn addition, and without limiting the foregoing or paragraph (d) of this Section 2.4, if any Defaulting Lender Fronting Exposure remains L/C Obligations remain outstanding after the expiration date specified in said paragraph (after giving effect to Section 2.22(a)(iv)d), then promptly upon the request of Borrower shall immediately deposit into the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in Account an amount sufficient in cash equal to cover 105% of such Defaulting Lender Fronting Exposure (after giving effect to L/C Obligations as of such date, plus any Cash Collateral provided by the Defaulting Lender)accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks each L/C Issuer for LC Disbursements L/C Advances for which they have 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 Borrowers Borrower for the LC Exposure L/C Obligations at such time or, if the maturity of the Revolving Credit Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure L/C Obligations representing more than 50.066-2/3% of the aggregate LC Exposure total L/C Obligations), after satisfaction in full of any and all the Revolving Lenders)Obligations in respect of any issued and outstanding Letters of Credit or Unreimbursed Amounts, be applied to satisfy other obligations of the Borrowers Borrower in respect of the Revolving Credit Facility under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which the Borrower receives notice from the Administrative Agent or the Required Lenders shall be required to post collateral for LC Exposure (or, if in the maturity case of Section 2.19, the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving LendersIssuing Bank’s Fronting Exposure) demanding the deposit of Cash Collateral pursuant to this paragraphSection 2.09(a), Section 2.10(b), Section 2.10(c), Section 2.19 or the last paragraph of Article VII, the Borrowers Borrower shall immediately deposit in an into a segregated collateral account with or accounts (herein, collectively, the Administrative Agent, “Letter of Credit Collateral Account”) in the name and under the dominion and control of the Administrative Agent Cash denominated in the Currency of the Letter of Credit under which such LC Exposure (or, in the case of Section 2.19, the Issuing Bank’s Fronting Exposure) arises in an amount equal to the amount required under Section 2.09(a), Section 2.10(b), Section 2.10(c), Section 2.19 or the last paragraph of Article VII, as applicable. Such deposit (as well as any amounts deposited pursuant to the last paragraph of Section 2.05(e)) shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure (or, in the case of Section 2.19, the Issuing Bank’s Fronting Exposure) under this Agreement and thereafter for the payment of the “Secured Obligations” under and as defined in the Guarantee and Security Agreement, and for these purposes the Borrower hereby grants a security interest to the Administrative Agent for the benefit of the Issuing Banks Lenders in the Letter of Credit Collateral Account and in any financial assets (as defined in the Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand Uniform Commercial Code) 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 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be property held by the Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documentstherein. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lenderpursuant to Section 2.19, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, Borrower as applicable. If the Borrowers are required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(b), such amount (promptly as practicable to the extent that (i) after giving effect to such return, there shall not applied as aforesaidbe any LC Exposure that is not fully covered by the Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral, (ii) at the time of such return, no Default shall have occurred and be returned to the Borrowers as continuing and to the extent that, (iii) after giving effect to such return, the Borrowers would Borrower shall remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingits obligations to post cash collateral for LC Exposure hereunder.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.0% of the aggregate shall be required to provide cover for LC Exposure of all Revolving Lenders) demanding the deposit a Class of Cash Collateral Commitments pursuant to this paragraphSection 2.09(a), Section 2.10(c), Section 2.10(d), Section 2.18(c)(ii), Section 2.22(b) or the last paragraph of Section 7.01, the Borrowers Borrower shall promptly deposit into a segregated collateral account or accounts (herein, collectively, the “Letter of Credit Collateral Account”) in an account with the name and under the dominion and control of the Administrative Agent, Cash denominated in the name Currency of the Administrative Agent and for the benefit Letter of the Issuing Banks and the Lenders, Credit under which such LC Exposure arises in an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Creditamount required under Section 2.09(a), as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediatelySection 2.10(c), and such deposit shall become immediately due and payableSection 2.10(d), without demand or other notice of any kindSection 2.18(c)(ii), upon the occurrence of any Event of Default with respect to the Borrowers described in clause (hSection 2.22(b) or (i) the last paragraph of Section 7.01, as applicable. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure under this Agreement and thereafter for the payment and performance of the obligations of Secured Obligations, and for these purposes the Borrowers under this Agreement. At any time that there shall exist Borrower hereby grants a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver security interest to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by for the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion benefit of the Administrative Agent Lenders in Permitted Investments the Letter of Credit Collateral Account and at in any financial assets (as defined in the Borrowers risk and expense, such deposits shall not bear interest. Interest Uniform Commercial Code) or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be other property held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documentstherein. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount cash collateral (to the extent not applied as aforesaidset forth in this Section 2.05(l)) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b2.10(b)(ii), such amount cash collateral (to the extent not applied as aforesaidset forth in this Section 2.05(l)) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers aggregate Credit Exposures would remain in compliance with Section 2.11(b) not exceed the aggregate Commitments and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If (i) effective immediately, without demand or other notice of any kind, as of any expiration date of a Letter of Credit, such Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence of any Event of Default under clause (a), (b), paragraph (h) or (i) of Section 7.01, or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur and be continuing, on the Business Day on which the Administrative Borrower receives notice from the Administrative Agent Agent, the applicable Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the LendersSecured Parties, an amount of cash in dollars Dollars or an Alternative Currency, as the case may be, equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers described in clause (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this AgreementAgreement and the other Loan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank Agent or the Swingline LenderIssuing Bank, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral cash collateral provided by the Defaulting Lender). The Administrative Agent (for the benefit of the Secured Parties) shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenders), such balance shall be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause occurs and is continuing, (a), (b), (h) in the case of an Event of Default described in Section 8.01(8) or (i) of Section 7.01 shall occur and be continuing9), on the Business Day Day, or (b) in the case of any other Event of Default, on the third Business Day, in each case, following the date on which the Borrower receives Borrowers receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphparagraph (11), the Borrowers shall will 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 Revolving Lenders, an amount of in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Revolving L/C Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided that that, in each case, upon the occurrence of any Event of Default described in Section 8.01(8) or (9), the obligation to deposit such Cash Collateral shall cash collateral will become effective immediately, and such deposit shall will 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 7.01. The Borrowers also shall Each such deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall will be held by the Administrative Agent or the Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall will have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccounts. Other than any interest earned on the investment of such deposits, which investments shall will be made at the option and sole discretion of (i) for so long as an Event of Default is continuing, the Administrative Agent and (ii) at any other time, the Borrowers, in Permitted Investments each case, in Cash Equivalents and at the Borrowers risk and expenseexpense of the Borrowers, such deposits shall will not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall described in the foregoing will be applied by the Administrative Agent to reimburse the each Issuing Banks Bank for LC L/C Disbursements for which they have such Issuing Bank has not been reimbursed and, to the extent not so applied, shall will be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Required Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers (or ​ any of them) are required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall will be returned to the such Borrowers within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Revolving Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers Borrower described in clause (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, Agent or any Issuing Bank or the Swingline LenderBank, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.. (k)

Cash Collateralization. If (i) any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has have been acceleratedaccelerated pursuant to Section 8.02, Revolving Lenders with LC L/C Exposure representing more greater than 50.050% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Exposure) demanding the deposit of Cash Collateral pursuant to this paragraph, or (ii) at any time, the Borrowers Letter of Credit Usage exceeds the Letter of Credit Sublimit, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103% of the Dollar Equivalent L/C Exposure (less the Collateralized Letter of the portions of the LC Exposure attributable to Letters of Credit, Credit Usage) as of such date in Dollars plus any accrued and unpaid interest thereonthereon (or, in the case of clause (ii), an amount in cash equal to 103% of such excess); provided that the obligation to deposit such Cash Collateral shall become effective immediatelyupon notice from the Administrative Agent to the Borrower, provided, further, 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 (hf) or (ig) of Section 7.018.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver Obligations with respect to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender)Non-Collateralized Letters of Credit. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. .Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks Lenders for LC Disbursements any drawing under a Letter of Credit for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC L/C Exposure at such time or, if the maturity of the Loans has have been accelerated pursuant to Section 8.02 (but subject to the consent of Revolving Lenders with LC L/C Exposure representing more greater than 50.050% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Exposure), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which the Borrower receives notice from the Administrative Agent or the Required Lenders shall be required to post collateral for LC Exposure (or, if in the maturity case of Section 2.19, the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving LendersIssuing Bank’s Fronting Exposure) demanding the deposit of Cash Collateral pursuant to this paragraphSection 2.09(a), Section 2.10(b), Section 2.10(c), Section 2.19 or the last paragraph of Article VII, the Borrowers Borrower shall immediately deposit in an into a segregated collateral account with or accounts (herein, collectively, the Administrative Agent, “Letter of Credit Collateral Account”) in the name and under the dominion and control of the Administrative Agent Cash denominated in the Currency of the Letter of Credit under which such LC Exposure (or, in the case of Section 2.19, the Issuing Bank’s Fronting Exposure) arises in an amount equal to the amount required under Section 2.09(a), Section 2.10(b), Section 2.10(c), Section 2.19 or the last paragraph of Article VII, as applicable. Such deposit (as well as any amounts deposited pursuant to - 50 - the last paragraph of Section 2.05(e)) shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure (or, in the case of Section 2.19, the Issuing Bank’s Fronting Exposure) under this Agreement and thereafter for the payment of the Secured Obligations under the Guarantee and Security Agreement, and for these purposes the Borrower hereby grants a security interest to the Administrative Agent for the benefit of the Issuing Banks Lenders in the Letter of Credit Collateral Account and in any financial assets (as defined in the Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand Uniform Commercial Code) 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 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be property held by the Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documentstherein. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lenderpursuant to Section 2.19, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, Borrower as applicable. If the Borrowers are required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(b), such amount (promptly as practicable to the extent that (i) after giving effect to such return, there shall not applied as aforesaidbe any LC Exposure that is not fully covered by the Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral, (ii) at the time of such return, no Default shall have occurred and be returned to the Borrowers as continuing and to the extent that, (iii) after giving effect to such return, the Borrowers would Borrower shall remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingits obligations to post cash collateral for LC Exposure hereunder.

Cash Collateralization. If any either (i) an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.050% of the aggregate total LC Exposure of all Revolving LendersExposure) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, or (ii) the Borrowers Borrower shall be required to provide cover for LC Exposure pursuant to Section 2.10, the Borrower shall immediately deposit in into an account with established and maintained on the books and records of the Administrative Agent, which account may be a "securities account" (within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York), in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount in immediately available funds in Dollars equal to, in the case of cash in dollars equal to 103% an Event of the Dollar Equivalent of the portions of Default, the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereonthereon plus 5% of the LC Exposure as of such date with respect to Letters of Credit denominated in any Foreign Currency and, in the case of cover pursuant to Section 2.10, the amount required under Section 2.10; provided that the obligation to deposit such Cash Collateral amount 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 7.01Article VII. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers LC Exposure under this Agreement. At any time that there shall exist , and for this purpose the Borrower hereby grants a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver security interest to the Administrative Agent Cash Collateral for the benefit of the Lenders in an amount sufficient to cover such Defaulting Lender Fronting Exposure collateral account and in any financial assets (after giving effect to any Cash Collateral provided by as defined in the Defaulting Lender)Uniform Commercial Code) or other property held therein. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over cause all such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments 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 cash collateral to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events the applicable Event of Default have has been cured or waived (so long as no other Event of Default has occurred and is continuing at such time) or after the termination of Defaulting Lender status, as applicable. If the Borrowers are required to provide an amount of Cash Collateral hereunder cover for LC Exposure pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid2.10(b) 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 2.11(b) and is no Event of Default shall have occurred and be continuinglonger required.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuingcontinuing or if the Borrower is required to provide cash collateral pursuant to Section 2.06(b), on the Business Day 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 Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphSection 2.03(l), the Borrowers Borrower shall deposit in an account with designated by the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the ratable benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103105% of the Dollar Equivalent of the portions of the LC L/C Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, (i) upon the occurrence of any Event of Default with respect to the Borrowers described in clause Section 8.01(f) and (hii) or as required by Section 2.06(b). If any Lender becomes a Defaulting Lender, on the Business Day that the Borrower receives notice from an L/C Issuer demanding the deposit of cash collateral pursuant to this Section 2.03(l), the Borrower shall (i) deposit in an account designated by the Collateral Agent, in the name of Section 7.01. The Borrowers also shall deposit Cash the Collateral pursuant Agent and for the ratable benefit of the Lenders, an amount in cash equal to this paragraph 105% of such Defaulting Lender’s L/C Exposure as of such date plus any accrued and unpaid interest thereon, (ii) provide a letter of credit, in form and substance reasonably satisfactory to L/C Issuers, issued by an Acceptable Bank to the extent required Collateral Agent as beneficiary in an undrawn face amount equal to 105% of such Defaulting Lender’s L/C Exposure as of such date plus any accrued and unpaid interest thereon or (iii) elect to have an Other Reserve established by Section 2.11(b)the Co-Collateral Agents in respect of such amount. Each such deposit Such deposits shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrowers Obligations under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash The Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Collateral Agent in Permitted Investments and at the Borrowers Borrower’s risk and expenseexpense (provided that such cash collateral shall be invested solely in investments that provide for preservation of capital), 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 the Issuing Banks L/C Issuers for LC L/C Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Required Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral deposit cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower (i) within three Business Days after all Events of Default have been cured or waived or after and (ii) promptly upon the termination payment in full of Defaulting Lender status, as applicableall the Obligations and the reduction of the aggregate L/C Exposure to zero. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b2.06(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing2.06(b).

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which that the Borrower receives Borrowers receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure L/C Obligations representing more than 50.050% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral pursuant to this paragraphSection 2.03(o), the Borrowers shall immediately deposit in into an account with established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103105% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, total L/C Obligations as of such date plus any accrued and unpaid interest thereon; provided that 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 Borrowers described in clause (h) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b8.01(f). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting LenderIn addition, and without limiting the foregoing or Section 2.03(d), if any Defaulting Lender Fronting Exposure remains L/C Obligations remain outstanding (after giving effect to the expiration date specified in Section 2.22(a)(iv2.03(d)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to immediately deposit into an account established and maintained on the books and records of the Administrative Agent Cash Collateral in an amount sufficient in cash equal to cover 105% of such Defaulting Lender Fronting Exposure (after giving effect to L/C Obligations as of such date plus any Cash Collateral provided by the Defaulting Lender)accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over any such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in any such account. Moneys in any such account shall be applied by the Administrative Agent to reimburse the Issuing Banks L/C Issuer for LC L/C Disbursements for which they have 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 Borrowers for the LC Exposure L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure L/C Obligations representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Obligations), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure L/C Obligations representing more than 50.0at least 66-2/3% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall immediately deposit in into an account with established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Issuing Banks and the Lenders, “Cash Collateral Account”) an amount of in cash in dollars equal to 103105% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, total L/C Obligations as of such date plus any accrued and unpaid interest thereon; , provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause (h) or (if) of Section 7.018.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations L/C Obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting LenderIn addition, and without limiting the foregoing or paragraph (d) of this Section, if any Defaulting Lender Fronting Exposure remains L/C Obligations remain outstanding after the expiration date specified in said paragraph (after giving effect to Section 2.22(a)(iv)d), then promptly upon the request of Borrower shall immediately deposit into the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in Account an amount sufficient in cash equal to cover 105% of such Defaulting Lender Fronting Exposure (after giving effect to L/C Obligations as of such date plus any Cash Collateral provided by the Defaulting Lender)accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Cash Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Cash Collateral Account. Moneys in such account the Cash Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks each L/C Issuer for LC L/C Disbursements for which they have 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 Borrowers Borrower for the LC Exposure L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure L/C Obligations representing more than 50.066-2/3% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Obligations), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If any Event the Borrower shall be required to provide cover for LC Exposure of Default under clause (aa Class of Commitments pursuant to Section 2.09(a), (bSection 2.10(c), (hSection 2.10(d), Section 2.18(c)(ii), Section 2.212.22(b) or (i) the last paragraph of Section 7.01 shall occur and be continuingor Section 9.21, on the Business Day on which the Borrower receives notice from shall immediately (or in accordance with the Administrative Agent time periods specified in the applicable section) deposit into a segregated collateral account or the Required Lenders accounts (orherein, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraphcollectively, the Borrowers shall deposit “Letter of Credit Collateral Account”) in an account with the name and under the dominion and control of the Administrative Agent, Cash denominated in the name Currency of the Administrative Agent and for the benefit Letter of the Issuing Banks and the Lenders, Credit under which such LC Exposure arises in an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Creditamount required under Section 2.09(a), as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediatelySection 2.10(c), and such deposit shall become immediately due and payableSection 2.10(d), without demand or other notice of any kindSection 2.18(c)(ii), upon the occurrence of any Event of Default with respect to the Borrowers described in clause (hSection 2.212.22(b) or (i) the last paragraph of Section 7.01, as applicable. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure under this Agreement and thereafter for the payment and performance of the obligations of Secured Obligations, and for these purposes the Borrowers under this Agreement. At any time that there shall exist Borrower hereby grants a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver security interest to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by for the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion benefit of the Administrative Agent Lenders in Permitted Investments the Letter of Credit Collateral Account and at in any financial assets (as defined in the Borrowers risk and expense, such deposits shall not bear interest. Interest Uniform Commercial Code) or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be other property held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documentstherein. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount cash collateral (to the extent not applied as aforesaidset forth in this Section 2.05(l)) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b2.10(b)(ii), such amount cash collateral (to the extent not applied as aforesaidset forth in this Section 2.05(l)) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers aggregate Credit Exposures would remain in compliance with Section 2.11(b) not exceed the aggregate Commitments and no Specified Default or Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which that the Borrower Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure L/C Obligations representing more than 50.0% at least fifty percent (50%) of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphSection 2.03(q), the Borrowers Company shall immediately deposit in into an account with established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of CreditMinimum Collateral Amount; provided, as of such date plus any accrued and unpaid interest thereon; provided that that, the obligation to deposit such Cash Collateral 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 any Borrower described in clause (hSection 8.01(g) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(bf). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting LenderIn addition, and without limiting the foregoing or Section 2.03(d), if any Defaulting Lender Fronting Exposure remains L/C Obligations remain outstanding (after giving effect to the expiration date specified in Section 2.22(a)(iv)2.03(d), then promptly upon the request Company shall immediately deposit into an account established and maintained on the books and records of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver Agent an amount in cash equal to the Administrative Agent Cash Minimum Collateral in an amount sufficient to cover Amount as collateral for such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender)L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountany Cash Collateral deposited pursuant to this Section 2.03(q). 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 in Permitted Investments and at the Borrowers Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the accounts into which such accountCash Collateral is deposited. Moneys in such account Cash Collateral deposited pursuant to this Section 2.03(q) shall be applied by the Administrative Agent to reimburse the Issuing Banks L/C Issuer for LC L/C Disbursements for which they have 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 Borrowers applicable Borrower for the LC Exposure L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure L/C Obligations representing more than 50.0% at least fifty percent (50%) of the aggregate LC Exposure of all the Revolving Lenderstotal L/C 52CHAR1\1990274v3 CHAR1\1990274v1 Obligations), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Company is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Company within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, or if the maturity of the Loans has been accelerated, then on the Business Day 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 Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraphSection 2.05(j), the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Revolving Lenders, an amount of cash in dollars each applicable currency equal to 103% of the Dollar Equivalent of the portions portion of the LC Exposure attributable to Letters of CreditCredit denominated in such currency, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers Borrower described in clause (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral pursuant to this paragraph Section 2.05(j) as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments Cash Equivalents and at the Borrowers 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more greater than 50.066-2/3% of the aggregate total LC Exposure of all Revolving LendersExposure) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphsubsection, or if required pursuant to Section 2.9(d), 2.20(a) or 2.21, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and Lenders (the Lenders“Facility LC Collateral Account”), an amount of in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereonthereon (or, (i) in the case of a deposit required pursuant to Section 2.9(d) or 2.20(a), the amount required to be deposited thereunder or (ii) in the case of Section 2.21, the amount of the Affected Lender’s LC Exposure); provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause (h) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b7.1(f). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Credit Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Facility LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers Borrower’s risk and expense, such deposits shall not bear interest; provided, however, that as long as there exists no Event of Default, Administrative Agent will not unreasonably withhold its approval of the Borrower’s request to invest such deposits in a manner customary for similar accounts. Interest or profits, if any, on such investments shall accumulate in such accountFacility LC Collateral Account. Moneys in such account Facility LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations Reimbursement Obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more greater than 50.066-2/3% of the aggregate total LC Exposure of all the Revolving LendersExposure), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsCredit Agreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder cash collateral pursuant to Section 2.11(b2.9(d), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as and Borrower from time to time to the extent thatthat such amount deposited shall exceed the amount by which (i) the aggregate Revolving Credit Exposure exceeds (ii) the Aggregate Commitment. If the Borrower is required to provide an amount of cash collateral pursuant to Section 2.20(a), after giving effect such amount shall be returned to the Borrower from time to time to the extent the amount deposited shall exceed the LC Exposure. If the Borrower is required to provide an amount of cash collateral pursuant to Section 2.21, such return, amount shall be returned to the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default Borrower from time to time to the extent the amount deposited shall have occurred and exceed the Affected Lender’s LC Exposure or if such Lender ceases to be continuingan Affected Lender.

Cash Collateralization. If (i) there exists any LC Exposure on the Initial Maturity Date and the Maturity Date has not been extended pursuant to Section 2.21, (ii) any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, then on the Business Day 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 Lenders with LC Exposure Exposures representing more greater than 50.050% of the aggregate total LC Exposure of all Revolving LendersExposure) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, or (iii) the Borrowers Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure pursuant to Section 2.21(b), then the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars the same currency in which the applicable Letter of Credit was denominated and equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest and fees thereon; provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause (h) or (i) of Section 7.01Article VII. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Agent as As collateral security for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect the Borrower hereby grants to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any for the benefit of each Issuing Bank and the Lenders, a first priority security interest in such account and all amounts and other property from time to time deposited or the Swingline Lenderheld in such account, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to and all proceeds thereof, and any Cash Collateral provided by the Defaulting Lender)substitutions and replacements therefor. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made in one or more types of Cash Equivalents at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 ratably the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of Revolving Lenders with LC Exposure Exposures representing more greater than 50.050% of the total 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 Revolving Defaulting Lenders)) the consent of each Issuing Bank, be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or Default, and the existence of a Defaulting Lender, such amount (Borrower is not otherwise required to pay to the extent not applied as aforesaid) shall be returned Administrative Agent the excess attributable to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are required to provide an amount of Cash Collateral hereunder LC Exposure pursuant to Section 2.11(b2.21(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as and 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 portion of the cash collateral (to the extent that, after giving effect not applied as aforesaid) shall be returned to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event Borrower as promptly as practicable to the extent that the LC Exposure of Default shall have occurred and be continuingthe Issuing Banks is covered by the Commitments or the remaining cash collateral.

Cash Collateralization. If any (i) an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure reimbursement obligations with respect to L/C Obligations representing more greater than 50.050% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral pursuant to this paragraphSection 2.20(k) or (ii) the Borrower is required to Cash Collateralize L/C Obligations pursuant to a provision of this Agreement including pursuant to the provisions of Section 2.5(b), Section 2.5(c) or Section 2.21(h), on the date required by such provision, the Borrowers Borrower shall deposit provide Cash Collateral in an account with the Administrative Agent, amount in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, L/C Obligations as of such date plus any accrued and unpaid interest thereon; 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 Borrowers Borrower described in clause (h) or (if) of Section 7.01Article 7. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Agent as As collateral security for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect the Borrower hereby grants to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any for the benefit of each Issuing Bank or and the Swingline LenderLenders, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to foregoing, and any Cash Collateral provided by the Defaulting Lender)substitutions and replacements therefor. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, as applicable, over any such accountcash, accounts and other property. Other than any interest earned on the investment of any such deposits, which investments shall be deposits (in the event any such investment is made at pursuant to the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers risk and expensefollowing sentence), such deposits shall not bear interest. The Administrative Agent shall not be required to invest any such deposits; provided that if the Administrative Agent elects to invest any such deposits, the Administrative Agent shall invest such deposits in one or more types of Cash Equivalents, and such investments shall be at the Borrower’s risk and expense. Interest or profits, if any, on such investments shall accumulate in any such accountaccounts. Moneys in any such account accounts and the cash proceeds of any other property shall be applied by the Administrative Agent to reimburse ratably the Issuing Banks for LC Disbursements any L/C Disbursement for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure reimbursement obligations with respect to L/C Obligations representing more greater than 50.050% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Obligations), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default and the Borrower is not otherwise required to pay to the Administrative Agent any Cash Collateral under Section 2.5(b), Section 2.5(c), Section 2.21(h) or the existence of a Defaulting Lenderotherwise, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived waived. If no Event of Default exists, Cash Collateral (or after the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender statusstatus of the applicable Lender (or, as applicable. If appropriate, its assignee following compliance with the Borrowers are required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(bterms hereof)), such amount or (to ii) the extent not applied as aforesaid) shall be returned to determination by the Borrowers as Administrative Agent and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingapplicable Issuing Bank that there exists excess Cash Collateral.

Cash Collateralization. If any either (i) an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on continuing and the Business Day on which the Lead Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate total LC Exposure of all Revolving LendersExposure) demanding the deposit of Cash cash Collateral pursuant to this paragraph, or (if such Event of Default is of the type referred to in clause (f) or (g) of Article VII), without any demand or taking of any other action by the Administrative Agent or Lenders, or (ii) the Borrowers shall be required to provide cover for LC Exposure pursuant to Section 2.08(g), Section 2.10(b) or Section 2.18(b), the Borrowers shall immediately deposit into the Collateral Account an amount in an account with the Administrative Agentcash equal to, (x) in the name case of the Administrative Agent and for the benefit an Event of the Issuing Banks and the LendersDefault, an amount of cash in dollars equal to 103105% of the Dollar Equivalent of the portions sum of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest fees thereon, (y) in the case of cover pursuant to Section 2.10(b), the amount required under Section 2.10(b) and (z) in the case of cover pursuant to Section 2.08(g) or 2.18(b), the Applicable Percentage of each Declining Revolving Credit Lender or Replaced Bank, as the case may be, prior to giving effect to the termination of its Commitments, of the sum of the LC Exposure as of such date plus any accrued and unpaid fees thereon; provided 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, upon the occurrence of any Event of Default with respect to the Borrowers described in clause (h) or f)or (ig) of Section 7.01Article VII. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate Collateral Account as collateral security in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers first instance for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with and thereafter for the terms payment of the Loan Documents. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingSecured Obligations.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which that the U.S. Borrower receives notice from the Administrative Agent or the Required Requisite Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more greater than 50.050% of the aggregate total LC Exposure of all Revolving LendersExposure) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers U.S. Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, Collateral Account an amount of in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral 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 any Borrower described in clause (a) of Section 7.01 or clause (a) of Section 7.02 or any Event of Default described in clause (i) of Section 7.01 or clause (h) of Section 7.02 or clause (n) of Section 7.01 by virtue of an Event of Default under clause (a) or (h) of Section 7.02 or clause (k) of Section 7.02 by virtue of an Event of Default under clause (a) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrowers each Borrower under this Agreement. At any time that there shall exist Agreement and each Borrower hereby grants the Collateral Agent a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon security interest in respect of each such deposit and the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral Account in an amount sufficient to cover which such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender)deposits are held. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Collateral Agent in Permitted Investments and at the Borrowers Borrowers' risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Collateral Account. Moneys deposited in such account the Collateral Account pursuant to this Section 2.06(j) shall be applied by the Administrative Collateral Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers U.S. Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more greater than 50.050% of the aggregate total LC Exposure of all the Revolving LendersExposure), be applied to satisfy other obligations of the Borrowers each Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are U.S. Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount together with interest income (if any) (to the extent not applied as aforesaid) shall be returned to the Borrowers U.S. Borrower within three Business Days after all Defaults or Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or 7.01(i), as provided in the following proviso or (ii) in the case of any other Event of Default, on the third 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 LC Revolving L/C Exposure representing more greater than 50.050% of the aggregate LC Exposure of all total Revolving LendersL/C Exposure) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphclause, the Borrowers Borrower shall deposit in an account with the Administrative Agent (or an account in the name of the Administrative Agent with another institution designated by the Administrative Agent), in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103% the Revolving L/C Exposure in respect of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, Borrower as of such date plus any accrued and unpaid interest thereoninterest; provided that that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 7.01, the obligation to deposit such Cash Collateral cash collateral shall become effective immediately, and such deposit shall become immediately due and payablepayable in U.S. Dollars, 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 7.01. The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph clause as and to the extent required by Section 2.11(b). Each such deposit pursuant to this clause or pursuant to Section 2.11(b) shall be held by the Administrative Agent (or in an account in the name of the Administrative Agent with another institution designated by the Administrative Agent) as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect Agreement and the Borrower hereby grants to Section 2.22(a)(iv)), then promptly upon the request Administrative Agent and its bailees for the benefit of the Administrative Agent, any each Issuing Bank and the Lenders a security interest in such deposits (including all interest thereon and all proceeds thereof) and any deposit or securities accounts in which such deposits are held to secure the Swingline Lender, repayment of the Borrowers shall deliver to Obligations under and in connection with the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender)Letters of Credit and all other Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers risk and expenseexpense of the Borrower, 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 the Issuing Banks for LC U.S. Dollar equivalent of Revolving L/C Disbursements for which they have such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations Revolving L/C Reimbursement Obligations of the Borrowers Borrower for the LC Revolving L/C Exposure at such time or, if the maturity of the Loans to the Borrower has been accelerated (but subject to the consent of Revolving Facility Lenders with LC Revolving L/C Exposure representing more greater than 50.050% of the aggregate LC Exposure of all the total Revolving LendersL/C Exposure), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount together with interest thereon (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If (a) any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which the that Borrower receives notice from the Administrative Agent or the Required Majority Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more greater than 50.050% of the aggregate total LC Exposure of all Revolving LendersExposure) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers or (b) Borrower is required to cash collateralize pursuant to Section 2.21 as a result of a Defaulting Lender, Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause (h) or (i) of Section 7.018.1(g). The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b)2.10, and any such cash collateral so deposited and held by the Administrative Agent hereunder shall constitute part of the Borrowing Base for purposes of determining compliance with Section 2.10. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect The Borrower hereby grants to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any for the benefit of the Issuing Bank and the Lenders, an exclusive first priority and continuing perfected security interest in and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the Swingline Lenderforegoing, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any Cash Collateral provided by the Defaulting Lender)substitutions and replacements therefor. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more greater than 50.050% of the aggregate total LC Exposure of all the Revolving LendersExposure), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default Default, or the existence pursuant to Section 2.21 as a result of there being a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b)2.10, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) 2.10 and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuingcontinuing or if a deposit of cash collateral is otherwise required pursuant to this Section 2.5, Section 2.18 or any other provision of the Loan Documents, on the Business Day 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 Lenders with LC Exposure L/C Obligations representing more than 50.0at least 66-2/3% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall immediately deposit in into an account with established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Issuing Banks and the Lenders, “Collateral Account”) an amount of in cash in dollars equal to 103105% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, total L/C Obligations as of such date plus any accrued and unpaid interest thereon; thereon (or in the case of cash collateral required pursuant to Section 2.18 in the amount required thereunder), provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause (hSections 8.1(h) or and (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting LenderIn addition, and without limiting the foregoing or Section 2.5(d), if any Defaulting Lender Fronting Exposure remains L/C Obligations remain outstanding after the date that is 30 days before the Maturity Date (after giving effect to Section 2.22(a)(iv)), then promptly upon without in any way obligating the request of the Administrative Agent, any Issuing Bank or any Lender to permit any Letter of Credit to remain outstanding after the Swingline Lenderdate that is 30 days before the Maturity Date, the Borrowers Borrower shall deliver to immediately deposit into the Administrative Agent Cash Collateral in Account an amount sufficient in cash equal to cover 105% of such Defaulting Lender Fronting Exposure (after giving effect to L/C Obligations as of such date plus any Cash Collateral provided by the Defaulting Lender)accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC L/C Disbursements for which they have 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 Borrowers Borrower for the LC Exposure L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure L/C Obligations representing more than 50.066-2/3% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Obligations), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder solely as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are unless such cash collateral is otherwise 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingthis Agreement.

Cash Collateralization. If any Event of Default under clause paragraph (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which the Parent Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Revolving Lenders, an amount of in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral 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 paragraph (h) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any the Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral cash collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), 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 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause paragraph (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause paragraph (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any the Issuing Bank or the Swingline LenderBank, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral cash collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If (i) any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which continuing and the Borrower receives notice from the Administrative Agent or the Required Majority Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphSection 2.08(j), (ii) the Borrowers LC Exposure exceeds the LC Commitment at any time, (iii) the Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c) or (iv) the Borrower is required to cash collateralize a Defaulting Lender’s LC Exposure pursuant to Section 4.05, then the Borrower shall deposit deposit, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103105% of (A) in the Dollar Equivalent case of an Event of Default, the portions LC Exposure (net of any cash collateral already held at the applicable time by the Administrative Agent with respect to such LC Exposure), (B) in the case of the LC Exposure attributable to Letters exceeding the LC Commitment, the amount of Creditsuch excess, (C) in the case of a payment required by Section 3.04(c), the amount of such excess as provided in Section 3.04(c), as of such date plus any accrued and unpaid interest thereon; provided thereon and (D) in the case that the Borrower is required to cash collateralize a Defaulting Lender’s LC Exposure, the amount required by Section 4.05. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, an exclusive first priority and continuing perfected security interest in and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s 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 7.01. The Borrowers also shall deposit Cash Collateral amounts pursuant to this paragraph as Section 2.08(j) shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent required permitted by Section 2.11(b)applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower or any of its Subsidiaries may now or hereafter have against any such beneficiary, the Issuing Bank, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Each such Such deposit shall be held by the Agent as collateral for securing the payment and performance of the Borrower’s and the Guarantor’s obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon Agreement and the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender)other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments deposit shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders)accelerated, be applied to satisfy other obligations of the Borrowers Borrower and the Guarantors under this Agreement in accordance with or the terms of the other Loan Documents. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or Default, and the existence of a Defaulting LenderBorrower is not otherwise required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c), then such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of i)of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers Borrower described in clause (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any the Issuing Bank or the Swingline Lender, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Committed Revolving Loans has been accelerated, Revolving Lenders with LC Exposure L/C Obligations representing more than 50.0% at least fifty percent (50%) of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral pursuant to this paragraphSection 2.03(q), the Borrowers Borrower shall immediately deposit in into an account with established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for the benefit an amount in cash equal to one hundred two percent (102%) of the Issuing Banks and the Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, total L/C Obligations as of such date date, plus any accrued and unpaid interest thereon; provided that 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 Borrowers described in clause (hSection 8.01(f) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b8.01(g). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting LenderIn addition, and without limiting the foregoing or Section 2.03(d), if any Defaulting Lender Fronting Exposure remains L/C Obligations remain outstanding (after giving effect to the expiration date specified in Section 2.22(a)(iv)2.03(d), then promptly upon the request Borrower shall immediately deposit into an account established and maintained on the books and records of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient in cash equal to cover one hundred two percent (102%) of the total L/C Obligations as of such Defaulting Lender Fronting Exposure (after giving effect to date, plus any Cash Collateral provided by the Defaulting Lender)accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountany Cash Collateral deposited pursuant to this Section 2.03(q). 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 in Permitted Investments and at the Borrowers Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the accounts into which such accountCash Collateral is deposited. Moneys in such account Cash Collateral deposited pursuant to this Section 2.03(q) shall be applied by the Administrative Agent to reimburse the Issuing Banks any L/C Issuer for LC L/C Disbursements for which they have 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 Borrowers Borrower for the LC Exposure L/C Obligations at such time or, if the maturity of the Committed Revolving Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure L/C Obligations representing more than 50.0% at least fifty percent (50%) of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Obligations), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(b(r), 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 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause paragraph (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103105% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause paragraph (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b2.10(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv2.19(a)(iv)), then promptly upon the request of the Administrative Agent, any Agent or the Issuing Bank or the Swingline Lender, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral cash collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers risk and expenseInvestments, such deposits shall not *Confidential Treatment Requested. Omitted portions filed with the Commission. bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b2.10(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (aSection 8.1(a), (b), (hd) or (ie) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.050% of the aggregate CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM CORP. OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphclause (j), the Borrowers Borrower shall deposit in an account with the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the Issuing Banks and the Lendersrelevant Secured Parties, an amount of cash in dollars Dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause (hSection 8.1(d) or (i) of Section 7.01e). The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph clause (j) as and to the extent required by Section 2.11(b2.9(d). Each such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of Obligations under the Borrowers under this AgreementLoan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv2.3(c)(iii)), then promptly upon the request of the Administrative Agent, any Issuing Bank Agent or the Swingline LenderIssuing Bank, the Borrowers Borrower shall deliver to the Administrative Collateral Agent Cash Collateral cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral cash collateral provided by the Defaulting Lender). The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Collateral Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Obligations under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default Defaults have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b2.9(d), such amount (to the extent not applied as aforesaid) shall be promptly returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b2.9(d) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any either (i) an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.050% of the aggregate total LC Exposure of all Revolving LendersExposure) demanding the deposit of Cash Collateral pursuant to this paragraph, or (ii) the Borrowers Borrower shall be required to provide cover for LC Exposure pursuant to ‎Section 2.09(b), then the Borrower shall immediately deposit in an into a collateral account with that is either (A) established and maintained on the books and records of the Administrative Agent or (B) designated by the Administrative Agent, which account may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect from time to time in the State of New York), in the name of the Administrative Agent and for the benefit of the Issuing Banks and the LendersLenders (such account a “Cash Collateral Account”), Cash Collateral in an amount equal to, in the case of cash in dollars equal to 103% an Event of the Dollar Equivalent of the portions of Default, the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereonthereon and, in the case of cover pursuant to ‎‎Section 2.09(b), the amount required under ‎‎Section 2.09(b); provided that the obligation to deposit such Cash Collateral shall 33 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 Borrower described in clause paragraph (hi) or (ij) of Section 7.01Article ‎VII. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers LC Exposure under this Agreement, and for this purpose the Borrower hereby grants a security interest to the Administrative Agent for the benefit of the Lenders in such Cash Collateral Account and in any financial assets (as defined in the Uniform Commercial Code as in effect from time to time in the State of New York) or other property held therein. At If at any time the Administrative Agent determines that there shall exist a Defaulting Lendersuch Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to or that the total amount of such Cash Collateral is less than the amount required by this Section 2.22(a)(iv)2.04(k), then the Borrower will, promptly upon the request of demand by the Administrative Agent, any Issuing Bank pay or the Swingline Lender, the Borrowers shall deliver provide to the Administrative Agent additional Cash Collateral in an amount sufficient to cover eliminate such Defaulting Lender Fronting Exposure (after giving effect deficiency. The Administrative Agent shall invest the funds from time to any time held by it in the Cash Collateral provided Account described in the paragraph above in such overnight U.S. treasury or similar short-term instruments as are selected by the Defaulting Lender)Borrower and approved by the Administrative Agent, and shall maintain records adequate to determine the interest from time to time earned on such funds. The Administrative Agent shall have exclusive dominion and control, including no responsibility for any loss on any investments made by it with respect to the exclusive right of withdrawal, over funds in such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers risk and expense, such deposits shall not bear interestCash Collateral Account. Interest or profits, if any, and profits on such investments shall accumulate will be credited to and retained in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingAccount.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which the Borrower receives notice from the Revolver Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Revolver Administrative AgentAgent (such account, a “Cash Collateral Account”), in the name of the Revolver Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers Borrower described in clause (h) or (i) of Section 7.018.1. The Borrowers Borrower also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b2.11(c). Each such deposit shall be held by the Revolver Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Revolver Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers Borrower shall deliver to the Revolver Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Lender’s Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Revolver Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Revolver Administrative Agent in Permitted Investments Cash Equivalents and at the Borrowers 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 Revolver Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(b2.11(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b2.11(c) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event Borrower shall be required to provide cover for the Revolving LC Exposure of Default under clause any Class pursuant to paragraphs (a), (b), (hc) or (id) of Section 7.01 shall occur and be continuing2.10, on the Business Day on which the Borrower receives notice from the Administrative Agent or the Required Lenders last paragraph of Article IX, such Borrower shall immediately deposit into a segregated collateral account or accounts (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraphcollectively, the Borrowers shall deposit in an account with the Administrative Agent, “Revolving Letter of Credit Collateral Account”) in the name and under the dominion and control of the Administrative Agent cash in an amount in Dollars equal to the amount required under said paragraphs of Section 2.10 or the last paragraph of Article IX, as applicable. Such deposit shall be held by the Administrative Agent as collateral in the first instance for the Revolving LC Exposure under this Agreement and thereafter for the payment of the other Obligations, and for these purposes each Borrower hereby grants a security interest to the Administrative Agent for the benefit of the Lenders in such Revolving Letter of Credit Collateral Account and in any financial assets (as defined in the Uniform Commercial Code) or other property held therein. Amounts deposited in the Revolving Letter of Credit Collateral Account by any Borrower pursuant to paragraphs (c) or (d) of Section 2.10 shall be retained by the Administrative Agent and (i) in the case of amounts deposited pursuant to said paragraph (c), (x) applied to the payment of LC Disbursements in respect of Revolving Letters of Credit as and when the same shall become due (applied ratably to the respective amounts then due and payable to the respective Issuing Banks Lenders) and (y) when all Revolving Letters of Credit shall have been drawn in full or terminated or expired or the Lenderscondition set forth in said paragraph (c) ceases to exist, an amount any balance therein shall be remitted to such Borrower upon three Business Days’ prior request to the Administrative Agent and (ii) in the case of cash in dollars equal amounts deposited pursuant to 103% said paragraph (d), either (x) applied to the payment when due of the Dollar Equivalent of the portions that portion of the LC Exposure attributable Disbursements made by the respective Issuing Lenders in excess of the amount thereof that the Revolving Credit Lenders are required to pay to the Revolving Issuing Lenders under paragraph (e) of this Section in respect of drawings on Revolving Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Credit (applied to the Borrowers described respective Issuing Lenders ratably in clause (haccordance with such excess amounts held by them) or (iy) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant remitted to this paragraph such Borrower as and to the extent required by Section 2.11(b2.10(d). Each such deposit shall be held by the Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, provided that, if any Defaulting Lender Fronting Exposure remains Event of Default shall occur and be continuing and the Lenders shall request the provision of cover for outstanding (after giving effect Letters of Credit pursuant to Section 2.22(a)(iv))the last paragraph of Article IX, then promptly upon the request amounts deposited pursuant to paragraphs (c) or (d) of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers Section 2.10 shall deliver be deemed to have instead been deposited pursuant to the Administrative Agent Cash last paragraph of Article IX. Amounts deposited in the Revolving Letter of Credit Collateral in an amount sufficient Account by any Borrower pursuant to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right last paragraph of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments Article IX shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments 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 retained by the Administrative Agent to reimburse until the Issuing Banks for LC Disbursements for which they have not been reimbursed andpayment in full of all Obligations and shall be applied as follows: first, to the extent not so applied, shall be held for payment of LC Disbursements in respect of Revolving Letters of Credit (applied to the satisfaction LC Disbursements of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving respective Issuing Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement ratably in accordance with the terms of the Loan Documents. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lenderrespective amounts thereof), such amount (second, to the extent not applied as aforesaid) ratable payment of other Obligations that are then due and payable and third, after the payment in full of all Obligations, any balance in the Revolving Letter of Credit Collateral Account shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect remitted to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingBorrower.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or (i), on the Business Day or (ii) in the case of any other Event of Default, on the third Business Day, in each case, following the date on which the U.S. 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 LC Revolving L/C Exposure representing more greater than 50.050% of the aggregate LC Exposure of all total Revolving LendersL/C Exposure) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers U.S. Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in Dollars in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Revolving L/C Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided that (i) the portion of such amount attributable to undrawn Euro Letters of Credit or L/C Disbursements in Euros that the U.S. Borrower is not late in reimbursing pursuant to Section 2.05(e) shall be deposited with the Administrative Agent in Euros in the actual amounts of such undrawn Letters of Credit and L/C Disbursements and (ii) upon the occurrence of any Event of Default with respect to a Borrower described in clause (h) or (i) of Section 7.01, the obligation to deposit such Cash Collateral 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, upon the occurrence of any Event of Default with respect to the Borrowers described in clause (h) or (i) of Section 7.01. The Borrowers U.S. Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit pursuant to this paragraph or pursuant to Section 2.11(b) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers U.S. Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, the U.S. Borrower, in each case, in Permitted Investments and at the Borrowers risk and expenseexpense of the U.S. Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the each Issuing Banks Bank for LC L/C Disbursements for which they have 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 Borrowers U.S. Borrower for the LC 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 LC Revolving L/C Exposure representing more greater than 50.050% of the aggregate LC Exposure of all the total Revolving LendersL/C Exposure), be applied to satisfy other obligations of the Borrowers U.S. Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are U.S. Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers U.S. Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are U.S. Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers U.S. Borrower as and to the extent that, after giving effect to such return, the Borrowers U.S. Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If (i) any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, then, on the Business Day 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 Lenders with LC Exposure representing more greater than 50.050% of the aggregate total LC Exposure of all Revolving LendersExposure) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, or (ii) the Borrowers Borrower is required to cash collateralize the excess attributable to the LC Exposure pursuant to Section 2.10(b), to cash collateralize outstanding Letters of Credit pursuant to Section 2.10(c) or to cash collateralize a Defaulting Lender’s LC Exposure pursuant to Section 2.21, then, on the date required pursuant to such Section, the Borrower shall deposit in an account with 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 equal to, in the case of cash in dollars equal to 103% of the Dollar Equivalent of the portions of clause (i) above, the LC Exposure attributable to Letters of Credit, as of such date or, in the case of clause (ii) above, the amount thereof required pursuant to such Section, in each case, plus any accrued and unpaid interest and fees thereon; provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause (h) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Agent as As collateral security for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect the Borrower hereby grants to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any for the benefit of each Issuing Bank and the Lenders, a first priority security interest in such account and all amounts and other property from time to time deposited or the Swingline Lenderheld in such account, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to and all proceeds thereof, and any Cash Collateral provided by the Defaulting Lender)substitutions and replacements therefor. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 ratably the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more greater than 50.050% of the total LC Exposure and, in the case of any such application at a time when any Tranche 1 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 Tranche 1 Lenders that are Defaulting Lenders), the Revolving Lendersconsent of each Issuing Bank), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or pursuant to Section 2.21 as the existence result of a Defaulting Lender, such amount (and the Borrower is not otherwise required to pay to the extent not applied as aforesaid) shall be returned Administrative Agent the excess attributable to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are required to provide an amount of Cash Collateral hereunder LC Exposure pursuant to Section 2.11(b2.10(b) or required to cash collateralize outstanding Letters of Credit pursuant to Section 2.10(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as and to the extent that, Borrower within three Business Days after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event all Events of Default shall have occurred and be continuingbeen cured or waived.

Cash Collateralization. If any an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall ---------------------- occur and be continuing, continuing and the Company (on behalf of the Business Day on which the Borrower applicable Borrowers) receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate total LC Exposure of all Revolving LendersExposure) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers shall immediately deposit in an into a collateral account with the Administrative Agent, in the name of specified by the Administrative Agent and for (the benefit of the Issuing Banks and the Lenders, "Collateral Account") an amount of ------------------ in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid ---- interest thereonon the amount of unreimbursed LC Disbursements; provided that the -------- obligation to deposit such Cash Collateral 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 (h6.01(f) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(bg). Each such Such deposit shall be held by the Administrative Agent in the Collateral Account as collateral for the payment LC Exposure, and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist for these purposes each Borrower hereby grants a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver security interest to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by for the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion benefit of the Administrative Agent Banks in Permitted Investments the Collateral Account and in any financial assets (as defined in the Uniform Commercial Code) or other property held therein. In the event that such deposit at the Borrowers risk and expense, any time exceeds such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the aggregate LC Exposure at such time orplus ---- such accrued and unpaid interest on the amount of unreimbursed LC Disbursements, if the maturity of the Loans has been accelerated (but subject Administrative Agent shall promptly pay to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of Company the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of such excess. To the occurrence of an Event of Default or the existence of a Defaulting Lenderextent permitted by law, such amount (to the extent not applied as aforesaid) deposit shall be returned promptly used to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as pay unreimbursed LC Disbursements plus any accrued and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingunpaid interest thereon.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Revolving Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers Borrower described in clause (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause paragraph (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause paragraph (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Agent or the Issuing Bank or the Swingline Lender, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral cash collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers risk and expenseInvestments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Revolving Lenders, an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; 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 Borrowers Borrower described in clause (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline LenderBank, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers 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 the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan Documents. If the Borrowers are Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clause paragraph (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day 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 Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraph, the Borrowers Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount of in cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral 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 Borrower described in clause paragraph (h) or (i) of Section 7.01. The Borrowers Borrower also shall deposit Cash Collateral cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv2.21(a)(iv)), then promptly upon the request of the Administrative Agent, any Agent or the Issuing Bank or the Swingline Lender, the Borrowers Borrower shall deliver to the Administrative Agent Cash Collateral cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral cash collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers risk and expenseCash Equivalents, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in 60 Blue Bird Body Company Credit Agreement such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.050% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event the Borrower shall be required to provide cover for LC Exposure of Default under clause (aa Class pursuant to Section 2.09(a), (bSection 2.10(c), (hSection 2.10(d), Section 2.18(c)(ii) or (i) the last paragraph of Section 7.01 shall occur and be continuingor Section 9.21, on the Business Day on which the Borrower receives notice from shall immediately (or in accordance with the Administrative Agent time periods specified in the applicable section) deposit into a segregated collateral account or the Required Lenders accounts (orherein, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraphcollectively, the Borrowers shall deposit “Letter of Credit Collateral Account”) in an account with the name and under the dominion and control of the Administrative Agent, Cash denominated in the name Currency of the Administrative Agent and for the benefit Letter of the Issuing Banks and the Lenders, Credit under which such LC Exposure arises in an amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Creditamount required under Section 2.09(a), as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediatelySection 2.10(c), and such deposit shall become immediately due and payableSection 2.10(d), without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrowers described in clause (hSection 2.18(c)(ii) or (i) the last paragraph of Section 7.01, as applicable. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure under this Agreement and thereafter for the payment and performance of the obligations of Secured Obligations, and for these purposes the Borrowers under this Agreement. At any time that there shall exist Borrower hereby grants a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver security interest to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by for the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion benefit of the Administrative Agent Lenders in Permitted Investments the Letter of Credit Collateral Account and at in any financial assets (as defined in the Borrowers risk and expense, such deposits shall not bear interest. Interest Uniform Commercial Code) or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be other property held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan Documentstherein. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount cash collateral (to the extent not applied as aforesaidset forth in this Section 2.05(l)) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicablewaived. If the Borrowers are Borrower is required to provide an amount of Cash Collateral cash collateral hereunder pursuant to Section 2.11(b2.10(b)(ii), such amount cash collateral (to the extent not applied as aforesaidset forth in this Section 2.05(l)) shall be returned to the Borrowers Borrower as and to the extent that, after giving effect to such return, the Borrowers aggregate Credit Exposures would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingnot exceed the aggregate Commitments.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which that the Borrower Principal Xxxxxxxx receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure L/C Obligations representing more than 50.0at least 66-2/3% of the aggregate LC Exposure of all Revolving Lenderstotal L/C Obligations) demanding the deposit of Cash Collateral cash collateral pursuant to this paragraphclause (o), the Borrowers shall immediately deposit in into an account with established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Issuing Banks and the Lenders, “Collateral Account”) an amount of in cash in dollars equal to 103100% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, total L/C Obligations as of such date plus any accrued and unpaid interest thereon; provided that provided, the obligation to deposit such Cash Collateral 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 (if) of Section 7.018.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting LenderIn addition, and without limiting the foregoing or clause (d) of this Section 2.03, if any Defaulting Lender Fronting Exposure remains L/C Obligations remain outstanding after the expiration date specified in said clause (after giving effect to Section 2.22(a)(ivd)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to immediately deposit into the Administrative Agent Cash Collateral in Account an amount sufficient in cash equal to cover 100% of such Defaulting Lender Fronting Exposure (after giving effect to L/C Obligations as of such date plus any Cash Collateral provided by the Defaulting Lender)accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers each Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks each L/C Issuer for LC L/C Disbursements for which they have 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 Borrowers for the LC Exposure L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure L/C Obligations representing more than 50.066-2/3% of the aggregate LC Exposure of all the Revolving Lenderstotal L/C Obligations), be applied to satisfy other obligations of the Borrowers under this Agreement in accordance with the terms of the Loan DocumentsAgreement. If the Borrowers are any Borrower is required to provide an amount of Cash Collateral cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers such Borrower within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are 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 Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuingwaived.