Common use of Cash Collateralize Clause in Contracts

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103% of the amount due or to become due, including fees, expenses and indemnification hereunder. "Cash Collateralization" has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products but excluding other contingent indemnification Obligations for which no claim has been asserted), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: any services relating provided from time to time by Bank of America or any of its Affiliates to any Credit Party or Subsidiary in connection with the Cash Management System, operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Administrative Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), in an amount equal to Administrative Agent’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable direct obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, of the United States governmentor any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within 12 months of one (1) year from the date of acquisitioncreation thereof; (b) certificates of deposit, time deposits and bankers' acceptances maturing within 12 months of one (1) year from the date of acquisitioncreation thereof with, and overnight including certificates of deposit issued by, any Lender or any office located in the United States of any other bank deposits, in each case or trust company which are issued by a commercial bank is organized under the laws of the United States or any state or district thereof, rated A-1 having capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of such bank or bettertrust company’s most recent financial reports) and a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or P-1 (or better) by ▇▇▇▇▇'▇ at ’▇, respectively or, in the time case of acquisitionany Foreign Subsidiary, and (unless issued by a Lender) not subject to offset rightsbank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $500,000,000; (c) repurchase obligations with of any Lender or of any commercial bank satisfying the requirements of clause (b) hereof, having a term of not more than 30 days for underlying investments with respect to securities issued or fully guaranteed or insured by the United States government; (d) commercial paper maturing within one year from the date of creation thereof rated in the types highest grade by S&P or ▇▇▇▇▇’▇; (e) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) hereof; (f) deposits in money market funds investing exclusively in Investments described in clauses (a) and through (be) entered into with any bank described in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇, and maturing within nine months of the date of acquisitionhereof; and (eg) shares instruments equivalent to those referred to in clauses (a) through (f) above of any money market fund that has substantially all of its assets invested continuously in the types of investments comparable tenor to those referred to above, has net assets (i) denominated in Canadian dollars, pounds sterling, euros, the national currency of at least $500,000,000 and has any participating member state of the highest rating obtainable from either ▇▇▇▇▇'▇ or S&P. Cash Management Services: services relating to operatingEuropean Union or, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: case of any Foreign Subsidiary, such local currencies held by it from time to time in the Comprehensive Environmental Response Compensation ordinary course of business, and Liability Act (42 U.S.C. § 9601 et seqii) used in the ordinary course of business of the Company and its Subsidiaries for cash management purposes in any jurisdiction outside the United States of America to the extent reasonably required or advisable in connection with any business conducted by the Company or any Subsidiary.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to (a) with respect to LC Obligations, 103% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of America or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: any services relating provided from time to time by any Lender or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States U.S. government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of America or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees contracted for and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Capital One or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper issued by Capital One or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: any services relating provided from time to time by Capital One or any of its Affiliates to any Obligor or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: any services relating provided from time to time by Bank of America or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including fees, expenses fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States U.S. government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of America or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CFC: a “controlled foreign corporation” within the meaning of Section 957 of the Code. Change in Law: the occurrence, after the date hereof, of (a) the adoption, taking effect or phasing in of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof; or (c) the making, issuance or application of any request, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided, however, that “Change in Law” shall include, regardless of the date enacted, adopted or issued, all requests, rules, guidelines, requirements or directives (i) under or relating to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or (ii) promulgated pursuant to Basel III by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar authority) or any other Governmental Authority.

Cash Collateralize. the delivery of cash to Collateral Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103% with respect to any inchoate or contingent Obligations, Collateral Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunder. "Cash Collateralization" has a correlative meaningother amounts relating to such Obligations. Cash Equivalents: Equivalents - (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operatingCerberus - Cerberus Business Finance, collectionsLLC, payrolland its successors and assigns. Cerberus Indemnitees - Cerberus and its officers, trustdirectors, or other depository or disbursement accountsemployees, including automated clearinghouseAffiliates, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox agents and stop payment servicesattorneys. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). Change of Control - the occurrence of any of the following events: (a) Sponsor ceases to own and control, beneficially and of record, directly or indirectly, more than 50.1% of the voting and economic Equity Interests in Parent on a fully diluted basis, or (b) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than Sponsor shall have acquired beneficial ownership on a fully diluted basis of the voting Equity Interests of Parent sufficient to (whether or not exercised) elect a majority of the members of the board of directors (or similar governing body) of Parent. Chattel Paper - as defined in the UCC. Claims - all liabilities, obligations, losses, damages, penalties, judgments, proceedings, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, resignation or replacement of Collateral Agent, or replacement of any Lender) incurred by or asserted against any Indemnitee in any way relating to (a) any Loans, Loan Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto. Closing Date - as defined in Section 6.1. Code - the Internal Revenue Code of 1986, as amended. Collateral - all of the property and assets and all interests therein and proceeds thereof now owned or hereafter acquired by any Person upon which a Lien is granted or purported to be granted by such Person as security for all or any part of the Obligations pursuant to the Security Agreement or other Loan Documents. Collateral Agent - Cerberus in it capacity as collateral agent for the Lenders. Collateral Agent Advances - as defined in Section 11.1.5. Compliance Certificate - a certificate, substantially in the form of Exhibit D hereto, and in substance reasonably satisfactory to Collateral Agent.

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent (a) Dutch Obligations, in an amount equal to 103(i) with respect to Dutch LC Obligations, 105% of the aggregate Dutch LC Obligations, and (ii) with respect to any inchoate, contingent or other Dutch Obligations (including Dutch Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder and (b) U.S. Obligations, in an amount equal to (i) with respect to U.S. LC Obligations, 105% of the aggregate U.S. LC Obligations, and (ii) with respect to any inchoate, contingent or other U.S. Obligations (including U.S. Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States U.S. government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of America or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations, but excluding indemnification obligations which are either contingent or inchoate to the extent no claims giving rise thereto have been asserted), Agent’s good faith, reasonable estimate of the amount that is due or to could become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued by, or unconditionally guaranteed by, the United States government or any agency or instrumentality thereof and backed by the full faith and credit of, of the United States government, in each case maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of the West, any Lender or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Bank of the West, any Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: any services relating provided from time to time by Bank of the West, any Lender or any of their respective Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to AgentLender, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Lender's good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "Cash Collateralization" has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ or S&P. Cash Management Services: any services relating provided from time to time by Lender or any of its Affiliates to Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of America or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇ Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ Moody’s or S&P. Cash Management Services: any services relating provided from time to time by any Lender or any of its Affiliates to any Borrower or Guarantor in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, if any, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products, but excluding contingent or inchoate indemnification obligations to the extent that claims giving rise thereto have not been asserted or cannot reasonably be identified by any Secured Party based on the then-known facts and circumstances), Agent’s reasonable estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: any services relating provided from time to time by Bank of America or any of its Affiliates to any Obligor or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇ Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ Moody’s or S&P. Cash Management Services: any services relating provided from time to time by any Lender or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate or contingent Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: Dominion Period - as defined in Section 8.5. Cash Equivalents - (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇ Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ Moody’s or S&P. Cash Management Services: Services - any services relating provided from time to time by any Lender or any of its Affiliates to any Obligor in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated automatic clearinghouse, controlled disbursement, depository, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and lockbox, stop payment payment, overdraft and/or wire transfer services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et et. seq.)) Change in Law - the occurrence, after the date hereof, of (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, however, that for purposes of this definition, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basell III, shall be deemed to have been adopted and gone into effect after the date of this Agreement.

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103% Agent’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to AgentLender, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations; and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Lender’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Lender or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate or contingent Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: Equivalents — (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by M▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by M▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either M▇▇▇▇▇'’▇ or S&P. Cash Management Services: Services — any services relating provided from time to time by Bank of America or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated automatic clearinghouse, e-payablecontrolled disbursement, depository, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and lockbox, stop payment payment, overdraft and/or wire transfer services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: CERCLA — the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).. Certificate of Designation — certain Certificate of Designation of Series AA Preferred Stock of EMAK filed with the Secretary of State of the State of Delaware on December 31, 2004 (and amended on September 2, 2005) pursuant to Section 151 of the General Corporation Law of the State of Delaware. Change of Control — an event or series of events by which:

Cash Collateralize. the delivery of cash to AgentLender, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to (a) with respect to LC Obligations, 103% of the aggregate LC Obligations; and (b) with respect to any inchoate or other contingent Obligations (including Obligations arising under Bank Products), Lender’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Dominion Trigger Period: the period (a) commencing on any day that (i) an Event of Default occurs, or (ii) Availability is less than the Dominion Threshold for three (3) consecutive days; and (b) continuing until (i) no Event of Default exists and (ii) during each of the preceding 30 consecutive days, Availability has exceeded the Dominion Threshold. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Lender or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFECerberus Term Agent: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor Cerberus Business Finance, LLC, in its capacity as Term Agent (as defined in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.Intercreditor Agreement).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ or S&P. 500,000,000. Cash Management Services: any services relating provided from time to time by any Lender or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate inchoate, contingent or other contingent Obligations, in an amount equal to 103% Agent’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable direct obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, of the United States governmentor any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within 12 months of one (1) year from the date of acquisitioncreation thereof; (b) certificates of deposit, time deposits and bankers' acceptances maturing within 12 months of one (1) year from the date of acquisitioncreation thereof with, and overnight including certificates of deposit issued by, any Lender or any office located in the United States of any other bank deposits, in each case or trust company which are issued by a commercial bank is organized under the laws of the United States or any state or district thereof, rated A-1 has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of such bank or bettertrust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or P-1 (or better) by ▇▇▇▇▇'▇ at ’▇, respectively or, in the time case of acquisitionany Foreign Subsidiary, and (unless issued by a Lender) not subject to offset rightsbank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $500,000,000; (c) repurchase obligations with of any Lender or of any commercial bank satisfying the requirements of clause (b) hereof, having a term of not more than 30 days for underlying investments with respect to securities issued or fully guaranteed or insured by the United States government; (d) commercial paper maturing within one year from the date of creation thereof rated in the types highest grade by S&P or ▇▇▇▇▇’▇; (e) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) hereof; and (f) deposits in money market funds investing exclusively in Investments described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇, and maturing within nine months of the date of acquisition; and through (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ or S&P. hereof. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate or contingent Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: Equivalents — (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇ Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ Moody’s or S&P. Cash Management Services: Services — any services relating provided from time to time by any Lender or any of its Affiliates to Parent or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated automatic clearinghouse, e-payablecontrolled disbursement, depository, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and lockbox, stop payment payment, overdraft and/or wire transfer services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: CERCLA — the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103% of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(with respect to LC Obligations), 105% of the amount due or to become due, including fees, expenses and indemnification hereunderaggregate LC Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: Equivalents - (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 thirty (30) days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described financial institution meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: Services - any services relating provided from time to time by Bank of America or its Affiliates or by other banking or financial institutions, to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated automatic clearinghouse, e-payablecontrolled disbursement, depository, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and lockbox, stop payment payment, overdraft and/or wire transfer services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDACatch Up Pension Contributions – any contribution made by Borrowers to the Retirement Income Plan for Salaried Employees of Essex Group, Inc. and the Retirement Plan for Hourly Employees of Essex Group, Inc. over the amount of any contributions with respect to such Plans shown as expenses in Borrowers’ income statements for such period and/or calculated in Borrowers’ Consolidated net income for such period. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to AgentLender, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Lender’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States U.S. government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Lender or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇ Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ Moody’s or S&P. Cash Management Services: services relating S&P; and (f) other short term investments (as defined under GAAP) consistent with short term investments historically made by the Borrowers or their Subsidiaries prior to operatingthe Closing Date and maintained, collectionswith respect to the Obligors organized under the laws of the United States, payroll, trust, in investment accounts at Lender (or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: an Affiliate of Lender) with respect to which Lender has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seqa first priority perfected Lien.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 104% of the aggregate LC Obligations, and (b) with respect to any inchoate or contingent Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: Equivalents — (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: Services — any services relating provided from time to time by any Lender or any of its Affiliates to Parent or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated automatic clearinghouse, e-payablecontrolled disbursement, depository, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and lockbox, stop payment payment, overdraft and/or wire transfer services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: CERCLA — the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(i) with respect to Letter of Credit Outstandings, 105% of the aggregate Letter of Credit Outstandings, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunder. "Cash Collateralization" has a correlative meaningother amounts relating to such Obligations. Cash Equivalents: Equivalents - (ai) marketable direct obligations issued or unconditionally guaranteed by, by the United States government and backed by the full faith and credit of, of the United States government, maturing within government having maturities of not more than 12 months of from the date of acquisition; (bii) domestic certificates of deposit, deposit and time deposits and bankers' acceptances maturing within having maturities of not more than 12 months of from the date of acquisition, bankers’ acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case which are issued by a any commercial bank organized under the laws of the United States or States, any state thereof or district thereofthe District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇ at the time of acquisition’▇, and (unless issued by a Lender) not subject to offset rightsrights in favor of such bank arising from any banking relationship with such bank; (ciii) repurchase obligations with a term of not more than 30 days for underlying investments securities of the types described in clauses (ai) and (bii) entered into with any bank described financial institution meeting the qualifications specified in clause (b)ii) above; and (div) commercial paper rated having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing having a maturity within nine 9 months of after the date of acquisition; and (e) shares of acquisition thereof. Cash Management Services - any money market fund that has substantially all services provided from time to time by any Lender or any of its assets invested continuously Affiliates to any Borrower or Subsidiary in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ or S&P. Cash Management Services: services relating to connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (Act, 42 U.S.C. § 9601 et seq. and its implementing regulations. Change of Control - the occurrence of any of the following events after the date of the Agreement: (a) any Person or group shall own beneficially (as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50% of the aggregate Voting Power of SRC (other than an ownership by any Person or group who beneficially own in excess of 10% of the aggregate Voting Power of SRC on the date hereof; or (b) any “Change of Control,” “Change in Control” or similar event or circumstance, however defined or designated, under any agreement or document governing any Debt shall occur. Chattel Paper - shall have the meaning given to “chattel paper” in the UCC to the extent such meaning relates to Inventory or Accounts. Claims - any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, awards, remedial response costs, expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys’, accountants’, consultants’ or paralegals’ fees and expenses), whether arising under or in connection with the Loan Documents, any Applicable Law (including any Environmental Laws) or otherwise, that may now or hereafter be suffered or incurred by a Person and whether suffered or incurred in or as a result of any investigation, litigation, arbitration or other judicial or non-judicial proceeding or any appeals related thereto. Closing Date - the date on which all of the conditions precedent in Section 10 of the Agreement are satisfied and the initial Loans are made under the Agreement. Code – the Internal Revenue Code of 1986. Collateral - all of the Property and interests in Property in which a security interest is granted in Sections 6.1 and 6.2 of the Agreement and all Property described in any of the Security Documents as security for the payment or performance of any of the Obligations. Collateral Documentation Trigger Event - the earlier of (i) the date on which Liquidity falls below the greater of 30% of the aggregate Commitments or $22,500,000 and continues to remain below such amount on each date thereafter for a period of thirty consecutive days or (ii) the date an Event of Default occurs; provided that, a Collateral Documentation Trigger Event shall occur immediately on the date on which Liquidity falls below the greater of 25% of the aggregate Commitments or $18,750,000 at any time. Collateral Perfection Trigger Event - the earlier of (i) the date on which Liquidity falls below the greater of 20% of the aggregate Commitments or $15,000,000 and continues to remain below such amount on each date thereafter for a period of five consecutive Business Days or (ii) the date an Event of Default occurs.).

Cash Collateralize. the delivery of cash to AgentLender, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) 105% of LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including fees, expenses, indemnification obligations and Obligations under Bank Products), Lender’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States U.S. government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Lender or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, blocked account, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 ▇.▇.▇. §▇▇▇▇ et seq.).. ​

Cash Collateralize. the delivery of cash to AgentLender, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations; and (b) with respect to any inchoate or other contingent Obligations (including Obligations arising under Bank Products), Lender’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Lender or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any Obligations arising under Bank Products, Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by M▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by M▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either M▇▇▇▇▇'’▇ or S&P. Cash Management Services: any services relating provided from time to time by Bank of America or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Administrative Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate or contingent Obligations (including Obligations arising under Bank Products), Administrative Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: Collateral Account - a demand deposit, money market or other account established by Administrative Agent at such financial institution as Administrative Agent may select in its reasonable credit judgment, which account shall be in Administrative Agent’s name and subject to Administrative Agent’s Liens for the Pro Rata benefit of Lenders. Cash Equivalents - (ai) marketable direct obligations issued or unconditionally guaranteed by, by the United States government and backed by the full faith and credit of, of the United States government, maturing within 12 government having maturities of not more than twelve (12) months of from the date of acquisition; (bii) domestic certificates of deposit, deposit and time deposits and bankers' acceptances maturing within 12 having maturities of not more than twelve (12) months of from the date of acquisition, bankers’ acceptances having maturities of not more than twelve (12) months from the date of acquisition and overnight bank deposits, in each case which are issued by a any commercial bank organized under the laws of the United States or States, any state thereof or district thereofthe District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇ at the time of acquisition’▇, and (unless issued by a Lender) not subject to offset rightsrights in favor of such bank arising from any banking relationship with such bank; (ciii) repurchase obligations with a term of not more than 30 thirty (30) days for underlying investments securities of the types described in clauses (ai) and (bii) entered into with any bank described financial institution meeting the qualifications specified in clause (b)ii) above; (div) commercial paper rated having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing having a maturity within nine (9) months of after the date of acquisitionacquisition thereof; and (ev) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: Agreements - collectively (i) the Cash Management Agreement dated January 1, 2003 between Feralloy and LaSalle, and (ii) any other agreement entered into from time to time between any Borrower or any of its Subsidiaries, on the one hand, and Bank, or any of its Affiliates, on the other, in connection with cash management services relating to for operating, collections, payroll, trust, payroll and trust accounts of such Borrower or other depository its Subsidiaries provided by such banking or disbursement accountsfinancial institution, including automated clearinghouseautomatic clearinghouse services, e-payablecontrolled disbursement services, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depositorytransfer services, information reportingreporting services, lockbox and services, stop payment services and wire transfer services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDACash Management Services Agreement - that certain Cash Management Services Agreement dated on or prior to the Closing Date among Borrower Agent, Joint Ventures and Administrative Agent. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (Act, 42 U.S.C. § 9601 et seq. and its implementing regulations.).

Cash Collateralize. the delivery of cash to AgentLender, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) 105% of LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including fees, expenses, indemnification obligations and Obligations arising under Bank Products), ▇▇▇▇▇▇’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States U.S. government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Lender or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇ Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ Moody’s or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § §9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to (a) with respect to LC Obligations, 103% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States U.S. government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of America or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rightsrights other than customary offset rights of account holders with respect to accounts holding such financial assets; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to Obligations arising under Bank Products, Agent's good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "Cash Collateralization" has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇ Moody's at the time of acquisition, and (unless issued by a Lender) not subject ▇▇▇ ▇ubject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇Moody's, and maturing within nine months of the date of acquisition; and ▇▇▇ (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ Moody's or S&P. Cash Management Services: any services relating ▇▇▇▇▇▇▇d from time to time by any Lender or any of its Affiliates to any Borrower or any its Subsidiaries in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery to Agent of cash or Cash Equivalents acceptable to AgentAgent in its Permitted Discretion, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), Agent's good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "Cash Collateralization" has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States U.S. government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); and (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to AgentLender, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) 105% of LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including fees, expenses, indemnification obligations and Obligations arising under Bank Products), Lender’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States U.S. government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Lender or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 ▇.▇.▇. §▇▇▇▇ et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of America or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: any services relating provided from time to time by Bank of America or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate or contingent Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: Equivalents — (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by M▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by M▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either M▇▇▇▇▇'’▇ or S&P. Cash Management Services: Services — any services relating provided from time to time by Bank of America or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated automatic clearinghouse, e-payablecontrolled disbursement, depository, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and lockbox, stop payment payment, overdraft and/or wire transfer services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: CERCLA — the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate or contingent Obligations (including Obligations arising under Bank Products), Agent's good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "Cash Collateralization" has a correlative meaning. Cash Equivalents: Equivalents - (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇M▇▇▇▇'▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇M▇▇▇▇'▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇M▇▇▇▇'▇ or S&P. Cash Management Services: Services - any services relating provided from time to time by Bank of America or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated automatic clearinghouse, e-payablecontrolled disbursement, depository, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and lockbox, stop payment payment, overdraft and/or wire transfer services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to (a) with respect to LC Obligations, 103% of the aggregate LC Obligations, and (b) with respect to any inchoate or contingent Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: Equivalents — (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇ Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ Moody’s or S&P. Cash Management Services: Services — any services relating provided from time to time by any Lender or any of its Affiliates to Parent or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated automatic clearinghouse, e-payablecontrolled disbursement, depository, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and lockbox, stop payment payment, overdraft and/or wire transfer services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: CERCLA — the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to other Obligations (including Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of America or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: any services relating provided from time to time by any Lender or any of its Affiliates to any Borrower or any its Subsidiaries in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to AgentLender, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) 105% of LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including fees, expenses, indemnification obligations and Obligations arising under Bank Products), ▇▇▇▇▇▇’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States U.S. government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Lender or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 ▇.▇.▇. §▇▇▇▇ et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ or S&P. 500,000,000. Cash Management Services: any services relating provided from time to time by Bank of America or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103% Agent’s good faith estimate of the amount due or to become due, with respect to any inchoate, contingent or other Obligations, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇ Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ Moody’s or S&P. Cash Management Services: any services relating provided from time to time by Revolver Agent or any of its Affiliates to any Obligated Party or any of their respective Subsidiaries in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Collateral Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103% with respect to any inchoate or contingent Obligations, Collateral Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunder. "Cash Collateralization" has a correlative meaningother amounts relating to such Obligations. Cash Equivalents: Equivalents - (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 A-l (or better) by S&P or P-1 P-l (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 A-l (or better) by S&P or P-1 P-l (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operatingCerberus - Cerberus Business Finance, collectionsLLC, payrolland its successors and assigns. Cerberus Indemnitees - Cerberus and its officers, trustdirectors, or other depository or disbursement accountsemployees, including automated clearinghouseAffiliates, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox agents and stop payment servicesattorneys. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). Change of Control - the occurrence of any of the following events: (a) Sponsor ceases to own and control, beneficially and of record, directly or indirectly, more than 50.1% of the voting and economic Equity Interests in Parent on a fully diluted basis, or (b) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than Sponsor shall have acquired beneficial ownership on a fully diluted basis of the voting Equity Interests of Parent sufficient to (whether or not exercised) elect a majority of the members of the board of directors (or similar governing body) of Parent. Chattel Paper - as defined in the UCC. Claims - all liabilities, obligations, losses, damages, penalties, judgments, proceedings, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, resignation or replacement of Collateral Agent, or replacement of any Lender) incurred by or asserted against any Indemnitee in any way relating to (a) any Loans, Loan Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto. Closing Date - as defined in Section 6.1. Code - the Internal Revenue Code of 1986, as amended. Collateral - all of the property and assets and all interests therein and proceeds thereof now owned or hereafter acquired by any Person upon which a Lien is granted or purported to be granted by such Person as security for all or any part of the Obligations pursuant to the Security Agreement or other Loan Documents. Collateral Agent - Cerberus in it capacity as collateral agent for the Lenders. Collateral Agent Advances - as defined in Section 11.1.5. Compliance Certificate - a certificate, substantially in the form of Exhibit D hereto, and in substance reasonably satisfactory to Collateral Agent.

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by M▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by M▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either M▇▇▇▇▇'’▇ or S&P. Cash Management Services: any services relating provided from time to time by any Lender or any of its Affiliates to any Borrower in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate or contingent Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: Dominion Period – as defined in Section 8.5. Cash Equivalents - (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇ Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'▇Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'▇ Moody’s or S&P. Cash Management Services: Services - any services relating provided from time to time by any Lender or any of its Affiliates to any Obligor in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated automatic clearinghouse, e-payablecontrolled disbursement, depository, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and lockbox, stop payment payment, overdraft and/or wire transfer services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to AgentLender, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Lender’s good faith estimate of the amount that is due or to could become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Lender or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Lender or rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: any services relating provided from time to time by Lender or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103Agent’s good faith estimate103% of the amount due or to become due, including fees, expenses and indemnification hereunder. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by ▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either ▇▇▇▇▇'’▇ or S&P. Cash Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Cash Collateralize. the delivery of cash to Agent, as security for the payment of any inchoate or other contingent Obligations, in an amount equal to 103(a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate or contingent Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including fees, expenses all fees and indemnification hereunderother amounts relating to such Obligations. "“Cash Collateralization" ” has a correlative meaning. Cash Equivalents: Equivalents - (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers' ’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by M▇▇▇▇▇'’▇ at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank described meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by M▇▇▇▇▇'’▇, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either M▇▇▇▇▇'’▇ or S&P. Cash Management Services: Services - any services relating provided from time to time by Bank of America or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated automatic clearinghouse, e-payablecontrolled disbursement, depository, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and lockbox, stop payment payment, overdraft and/or wire transfer services. CECAFE: CECAFE SERVICOS ADMINISTRATIVOS LTDA. ME. Cerberus: has the meaning specified therefor in the preamble hereto. CERCLA: CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § Sec. 9601 et seq.). Chattel Paper - as defined in the UCC. Claims - all liabilities, obligations, losses, damages, penalties, judgments, proceedings, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, resignation or replacement of Agent, or replacement of any Lender) incurred by or asserted against any Indemnitee in any way relating to (a) any Loan Documents or transactions relating thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto. Closing Date - as defined in Section 6.1. Collateral - all Property described in Section 7.1, all Property described in any Security Documents as security for any Obligations, and all other Property that now or hereafter secures (or is intended to secure) any Obligations. Commercial Tort Claim - as defined in the UCC.