Common use of Cash Collateralization Clause in Contracts

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request of the Required Lenders demanding Cash Collateralization pursuant to this paragraph, each such applicable Borrower shall Cash Collateralize an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To the extent not applied as aforesaid, any cash collateral provided hereunder shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposure.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Agent, in the name of the Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (g) or (hm) of Article VII8. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Lender for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive Borrower Representative receives notice from the Administrative Agent upon written request Lender demanding the deposit of the Required Lenders demanding Cash Collateralization cash collateral pursuant to this paragraph, each such applicable Borrower the Borrowers shall Cash Collateralize deposit in an account with the Lender, in the name and for the benefit of the Lender (the “LC Collateral Account”), an amount in cash equal to 105% of the amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (gh) or (hi) of Article VII. Such The Borrowers also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.09(b). Each such deposit shall be held by the Administrative Agent Lender as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementSecured Obligations. The Administrative Agent Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe LC Collateral Account and the Borrowers hereby grant the Lender a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent Lender and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Lender for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Borrowers within three (3) Business Days after all such Events of Default have been cured or waived or, as confirmed in full or in part, as necessary to cause writing by the amount of such cash collateral not to exceed the aggregate LC ExposureLender.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Revolving Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraphSection 2.17(j), each such applicable Borrower shall Cash Collateralize deposit in the LC Sub-Account, in the name of the Collateral Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that that, the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause paragraph (g) or (h) of Article VIIVIII. Such Each such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Collateral Agent and at each Borrower’s the risk and expenseexpense of Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be invested in Cash Equivalents and applied by the Administrative Collateral Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations Obligations of the applicable Borrower under this Agreement. To If Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits or such amounts (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Agent upon written request of the Required Lenders demanding Cash Collateralization pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To the extent not applied as aforesaid, any cash collateral provided hereunder shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposure.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Agent upon written request of the Required Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Agent upon written request of or the Required Revolving Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash Dollars equal to 102% of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementAgreement with respect to the Revolving Facility. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this AgreementAgreement with respect to the Revolving Facility. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIaccelerated, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request of the Required Lenders Revolving Lenders) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Collateral Agent, in the name of the Collateral Agent and for the benefit of the Lenders, an amount in cash equal to 105% the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest fees thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause paragraph (gh) or (hi) of Article VIISection 7.01. Such The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b) and Section 2.22. Each such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC ExposureRequired Revolving Lenders), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Agent upon written request of the Required Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gArticle VII(h) or (h) of Article VIIi). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the U.S. Borrower receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, LC Facility Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Facility LC Exposure representing greater than 50% of the Required total LC Facility LC Exposure and/or Revolving Lenders with Revolving LC Exposure representing greater than 50% of the total Revolving LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraphparagraph or if a Borrower is required to cash collateralize Revolving Letters of Credit pursuant to Section 2.09(e), each such applicable Borrower shall Cash Collateralize deposit in one or more accounts which shall by established at such time by the Agent, in the name of the Agent and for the benefit of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, an amount in cash in the currency in which the applicable LC Facility LC Exposure and/or Revolving LC Exposure, as applicable, is denominated equal to the LC Facility LC Exposure for all outstanding Letters of Credit requested by it and/or the Revolving LC Exposure, as applicable, as of such date plus any accrued and unpaid interest fees thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and deposit such Cash Collateral cash collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 7.01(f) or (g) with respect to the Borrower for which such Borrower described in clause (g) or (h) Letter of Article VIICredit was issued. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower Borrowers under this AgreementAgreement with respect to such LC Facility LC Exposure and/or Revolving LC Exposure and shall be invested in short term cash equivalents selected by the Agent in its sole discretion (it being understood that the Agent shall in no event be liable for the selection of such cash equivalents or for investment losses with respect thereto, including losses incurred as a result of the liquidation of such cash equivalents prior to stated maturity). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank or the LC Facility Issuing Bank, as applicable, for LC Disbursements for which they have not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Facility LC Exposure and/or Revolving LC Exposure, as applicable, at such time or, if the maturity time. If any Borrower is required to provide an amount of cash collateral hereunder as a result of the Loans has been accelerated occurrence of an Event of Default, such amount (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned to such Borrower promptly and in full to the applicable Borrower any event within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary waived. If any Borrower is required to cause the provide an amount of such cash collateral hereunder pursuant to Section 2.05(c), such amount (to the extent not applied as aforesaid) shall be returned to exceed such Borrower as and to the aggregate LC Exposureextent that, after giving effect to such return, such Borrower would remain in compliance with Section 2.05(c) and no Default shall have occurred and be continuing.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Revolving Lenders with respect to LC Exposure representing a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request majority of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. Such The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 51% a majority of the total LC Exposure), be applied to satisfy other obligations Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary waived. If the Borrower is required to cause the provide an amount of such cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to exceed the aggregate LC ExposureBorrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.10(b) and no Default shall have occurred and be continuing.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Company receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request L/C Exposure representing greater than 50% of the Required Lenders total L/C Exposure) demanding the deposit of Cash Collateralization Collateral pursuant to this paragraph, each such applicable Borrower the Company shall Cash Collateralize deposit in an account with the Agent, in the name of the Agent and for the benefit of the Lenders, an amount in cash equal to 103% of the LC L/C Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateralize the LC Exposure Collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower the Company described in clause (gf) or (hg) of Article VIISection 8. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower Company under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrowerthe Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the each Issuing Banks Bank for LC Disbursements any drawing under a Letter of Credit issued thereby for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Company for the LC L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC L/C Exposure representing greater than 5150% of the total LC L/C Exposure), be applied to satisfy other obligations of the applicable Borrower Company under this Agreement. To If the Company is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Company within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposures representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that (i) amounts payable in respect of any Letter of Credit or LC Disbursement shall be payable in the currency of such Letter of Credit or LC Disbursement, except that LC Disbursements in a Designated Foreign Currency in respect of which the Borrower’s reimbursement obligations have been converted to obligations in US Dollars as provided in paragraph (e) above and interest accrued thereon shall be payable in US Dollars and (ii) the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gi) or (hj) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the each Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any the Commitments shall have been terminated or an Event of Default shall occur have occurred and be continuing and if the maturity Commitments hereunder terminated and the Loans hereunder accelerated, then the Company shall deposit in an account with the Applicable Agent, in the name of the Loans has been accelerated with respect to a Borrower pursuant to Article VII, on Applicable Agent and for the Business Day that the Borrowers receive notice from the Administrative Agent upon written request benefit of the Required Lenders demanding Cash Collateralization pursuant to this paragraphLenders, each such applicable Borrower shall Cash Collateralize an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Specified Event of Default with respect to such Borrower described in clause (g) or (h) of Article VIIthe Company. Such deposit shall be held by the Administrative Applicable Agent as collateral for the payment and performance of the obligations of the applicable Borrower Loan Parties under this Agreementthe Loan Documents. The Administrative Applicable Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on At the investment request of such depositsthe Company, which investments amounts so deposited shall be made invested by the Applicable Agent, at the option and sole discretion of the Administrative Agent and at each Borrower’s Company's risk and expense, in high quality overnight or short-term cash equivalent investments of prime financial institutions (which may include any Applicable Agent) maturing prior to the date or dates on which the Applicable Agent anticipates that such deposits shall not bear interestamounts will be applied as required by this paragraph. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Applicable Agent to reimburse the any Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), ) be applied to satisfy other obligations of the applicable Borrower Company under this Agreement. To If the Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Company within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and exists, on the Business Day that the Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Revolving Lenders with respect to a Borrower LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to Article VIIthis paragraph or when cash collateral is otherwise required under this Agreement, on each Borrower that is an account party for any outstanding Letter of Credit shall deposit in an account with the Business Day that Administrative Agent, in the Borrowers receive notice from name of the Administrative Agent upon written request and for the benefit of the Required Lenders demanding Cash Collateralization pursuant to this paragraphLenders, each such applicable Borrower shall Cash Collateralize an amount in cash equal to the LC Exposure for all outstanding applicable to such Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (gh) or (hi) of Article VIISection 8.01. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreementthe Loan Documents with respect to the LC Exposure applicable to such Letters of Credit. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements made with respect to Letters of Credit issued for the account of the applicable Borrower and for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable such Borrower for the its LC Exposure at such time or, if the maturity time. If a Borrower is required to provide an amount of cash collateral hereunder as a result of the Loans has been accelerated occurrence of an Event of Default, such amount (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. If any Letters of Credit remain outstanding at any time (i) If any while an Event of Default shall occur has occurred and be continuing is continuing, (ii) that the Aggregate Exposure exceeds the Borrowing Base or (iii) less than thirty (30) Business Days prior to the Original Termination Date or Extended Termination Date, as applicable, and if arrangements satisfactory to the maturity Administrative Agent and the applicable Issuing Banks have not been made for a “backstop letter of credit” facility, then the Loans has been accelerated with respect to a Borrower pursuant to Article VIIshall, at each Issuing Bank’s or the Administrative Agent’s request, on the next Business Day that cash collateralize the Borrowers receive notice from Available LC Amount of all outstanding Letters of Credit by depositing in the Administrative Agent upon written request of the Required Lenders demanding Cash Collateralization pursuant to this paragraph, each such applicable Borrower shall Cash Collateralize Collateral Account an amount in cash equal to 105% of the Available LC Exposure for all outstanding Letters of Credit requested by it Amount as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon if any Letters of Credit remain outstanding and undrawn on the occurrence Termination Date and a “backstop letter of any Event credit” reasonably acceptable to each Issuing Bank shall not have been provided as collateral for such Letters of Default with respect to such Borrower described in clause (g) or (h) of Article VIICredit. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountCash Collateral Account. Other than any interest earned on Any funds standing to the investment credit of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account Cash Collateral Account shall be applied by the Administrative Agent to reimburse the relevant Issuing Banks Bank for LC Letter of Credit Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the Available LC Exposure Amount at such time or, if time. If the maturity of the Loans has been accelerated (but subject Borrower fails to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To the extent not applied as aforesaid, provide any cash collateral provided hereunder as required hereunder, the Lenders may (and shall be returned in full to upon direction of the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in partAdministrative Agent) advance, as necessary to cause Revolving Credit Advances, the amount of such the cash collateral required (whether or not to exceed the aggregate LC ExposureTermination Date shall have occurred or the conditions in Article III are not are satisfied).

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Agent upon written request of or the Required Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause clauses (gh) or (hi) of Article VII. Such The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC ExposureRequired Lenders), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary waived. If the Borrower is required to cause the provide an amount of such cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to exceed the aggregate LC ExposureBorrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.10(b) and no Default shall have occurred and be continuing.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent, any Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50.0% of the Required Lenders total LC Exposure) demanding the deposit of Cash Collateralization Collateral pursuant to this paragraph, each such applicable the Borrower shall provide Cash Collateralize Collateral in an amount in cash equal to 103% of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateralize the LC Exposure Collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII7. Such deposit Cash Collateral shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposureeach Issuing Bank), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive applicable Borrower receives notice from the Administrative Agent upon written request of or the Required Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such the applicable Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars or, if applicable, Alternative Currency equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (g) or (h) of Article VIISection 8.01. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreementrelevant Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys Monies in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower relevant Borrowers for the LC Exposure at such time ortime, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower relevant Borrowers under this Agreement. To If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days following a request to do so after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the applicable Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding the deposit of Cash Collateralization Collateral pursuant to this paragraph, each such the applicable Borrower shall fully Cash Collateralize an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateralize the LC Exposure Collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the applicable Borrower described in clause (gh) or (hi) of Article VIISection 7.01. Such deposit Cash Collateral shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If a Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, US Revolving Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the US Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Canadian Dollar Letters of Credit or LC Disbursements in Canadian Dollars that the US Borrower is not late in reimbursing shall be deposited in Canadian Dollars in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payablepayable in US Dollars, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the US Borrower described in clause (g) or (h) Section 8.05. For the purposes of Article VIIthis paragraph, the Canadian Dollar LC Exposure shall be calculated using the Spot Exchange Rate on the date that notice demanding cash collateralization is delivered to the US Borrower. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Letter of Credit Issuer for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable US Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of US Revolving Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable US Borrower under this Agreement. To If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable US Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary waived. If the US Borrower is required to cause the provide an amount of such cash collateral hereunder pursuant to Section 2.12(a), such amount (to the extent not applied as aforesaid) shall be returned to exceed the aggregate LC ExposureUS Borrower as and to the extent that, after giving effect to such return, the US Borrower would remain in compliance with Section 2.12(a) and no Default shall have occurred and be continuing.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIaccelerated, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request of the Required Lenders Revolving Lenders) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Collateral Agent, in the name of the Collateral Agent and for the benefit of the Lenders, an amount in cash equal to 103% the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest fees thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause paragraph (gh) or (hi) of Article VIISection 7.01. Such The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b) and Section 2.22. Each such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC ExposureRequired Revolving Lenders), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the applicable Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding the deposit of Cash Collateralization Collateral pursuant to this paragraph, each such the applicable Borrower shall fully Cash Collateralize an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateralize the LC Exposure Collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the applicable Borrower described in clause (gh) or (hi) of Article VII. Such deposit Cash Collateral shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If a Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, US Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the US Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Parent, International, the US Borrower or its Subsidiaries (other than the Securitization Subsidiaries) described in clause (gi) or (hj) of Article VIIIX. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable US Borrower under this AgreementAgreement and any other Loan Document. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account, and the US Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in such cash collateral account and all cash and other investment property from time to time credited thereto, and all proceeds thereof. Other than any interest earned on the investment of such depositsdeposit, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the US Borrower’s risk and expense, such deposits deposit shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements in respect of Letters of Credit for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable US Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of US Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable US Borrower under this AgreementAgreement and any other Loan Document. To If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable US Borrower within three two Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Revolving Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders aggregate LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gf) or (hg) of Article VII. Such The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the relevant Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 5150% of the total aggregate LC Exposure), be applied to satisfy other obligations Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days after all such Events of Default have been cured or waived or, as confirmed in full or in part, as necessary to cause writing by the amount of such cash collateral not to exceed the aggregate LC ExposureAdministrative Agent.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Tranche A Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposures representing more than 50% of the Required Lenders aggregate amount of LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower shall deposit (“Cash Collateralize Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Applicable Agent, in the name of the Applicable Agent and for the benefit of the Tranche A Lenders and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure for all outstanding Letters attributable to such Letter of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Company or any Borrower described in clause (gh) or (hi) of Article VII. Such Each such deposit shall be held by the Administrative Applicable Agent as collateral for the payment and performance of the obligations of the applicable Borrower Borrowers under this Agreement. The Administrative Applicable Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Applicable Agent (which will use commercially reasonable efforts to obtain a return at market rates on any such investments) and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys Monies in such account shall be applied by the Administrative Applicable Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated accelerated, be applied to satisfy other Obligations of the Borrowers (but subject to the consent of (i) Tranche A Lenders with LC Exposure Exposures representing greater more than 5150% of the total aggregate amount of LC ExposureExposure and (ii) in the case of any such application at a time when any Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders), be applied each Issuing Bank). If the Borrowers are required to satisfy other obligations provide cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such cash collateral (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Borrowers within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Agent upon written request of the Required Lenders demanding Cash Collateralization pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (g) or (h) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To the extent not applied as aforesaid, any cash collateral provided hereunder shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposure.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive Borrower Representative receives written notice from the Administrative Agent upon written request of or the Required Lenders if such notice is received prior to 2:00 p.m. Chicago time, or otherwise on the next succeeding Business Day, demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower the Borrowers shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 103% of the amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (gh) or (hi) of Article VIISection 7.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Borrowers within three (3) Business Days after all such Events of Default have been cured or waived or, as confirmed in full or in part, as necessary to cause writing by the amount of such cash collateral not to exceed the aggregate LC ExposureAdministrative Agent.

Cash Collateralization. If the Revolving Loans have become due and payable (iwhether at stated maturity, by acceleration or otherwise) If any Event and Letters of Default shall occur and be continuing and if Credit are outstanding, the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIshall, on the Business Day that the Borrowers receive following notice from the Administrative Agent upon written request or Revolving Credit Lenders holding participations in outstanding Letters of Credit representing greater than 50% of the Required Lenders demanding Cash Collateralization pursuant aggregate undrawn amount of all outstanding Letters of Credit) thereof and of the amount to this paragraphbe deposited, each such applicable Borrower shall Cash Collateralize deposit in an account with the Collateral Agent, for the benefit of the Revolving Credit Lenders, an amount in cash equal to the LC 103% of L/C Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereondate; provided that the obligation to Cash Collateralize the LC Exposure shall deposit such cash will become effective immediately, and such Cash Collateral shall deposit will become immediately due and payablepayable in immediately available funds, without demand or other notice of any kind, upon the occurrence of any an Event of Default described in Section 7.01(e) with respect to such Borrower described in clause (g) or (h) of Article VIIthe Borrower. Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Cash Equivalents, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expenseCollateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC L/C Disbursements for which they have it has not been reimbursed by the applicable Borrower andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Credit Lenders with LC Exposure holding participations in outstanding Letters of Credit representing greater than 5150% of the total LC Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations the Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after the earlier of (x) all Events of Default have been cured or waived or, in full or in part, as necessary and (y) all Letters of Credit have expired and the L/C Exposure has been reduced to cause the amount of such cash collateral not to exceed the aggregate LC Exposurezero.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and or if the maturity of Total Refinancing Loan Commitment is less than the Loans has been accelerated with respect to a Borrower pursuant to Article VIIaggregate L/C Exposure, the Borrowers shall, on the Business Day that the Borrowers they receive notice from the Administrative Agent upon written request of or the Required Lenders demanding Cash Collateralization pursuant thereof and of the amount to this paragraphbe deposited, each such applicable Borrower shall Cash Collateralize deposit in an account with the Collateral Agent, for the benefit of the Refinancing Facility Lenders, an amount in cash equal to the LC L/C Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VIIdate. Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at by the option and sole discretion of the Administrative Collateral Agent and at each Borrower’s risk and expenseselected in its sole discretion, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the Issuing Banks for LC L/C Disbursements for which they have not been reimbursed by the applicable Borrower andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations the Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Borrowers within three Business Days after all Events of Default have been cured or waived orwaived. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.12(d), in full or in part, as necessary such amount shall be returned to cause the Borrowers from time to time to the extent that the amount of such cash collateral not to exceed held by the Collateral Agent exceeds the excess, if any, of the aggregate LC ExposureL/C Exposure over the Total Refinancing Loan Commitment; PROVIDED, that such return shall not be required at any time that an Event of Default has occurred and is continuing.

Cash Collateralization. If (i) If any Event of Default shall occur and be continuing and if the maturity of the Revolving Loans has shall be accelerated or the Commitments terminated as provided in Article 7, or (ii) any Letters of Credit remain outstanding five (5) Business Days prior to the Maturity Date and arrangements satisfactory to the Administrative Agent and the applicable Fronting Banks have not been accelerated with respect to made for a Borrower pursuant to Article VII“backstop letter of credit” facility, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request or Lenders with LC Exposure representing greater than 50% of the Required Lenders total LC Exposure demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower the Borrowers shall deposit in the Cash Collateralize Collateral Account an amount in cash equal to 105% of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon if any Letters of Credit remain outstanding and undrawn on the occurrence Termination Date and a “backstop letter of any Event credit” reasonably acceptable to the Fronting Bank shall not have been provided as collateral for such Letters of Default with respect to such Borrower described in clause (g) or (h) of Article VIICredit. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than Such deposits shall, pending their application as provided below, be invested by the Administrative Agent, at the Borrowers’ risk and expense, in repurchase obligations with respect to United States of America Treasury securities or other high-quality overnight or short-term investments (which may include certificates of deposit of the Administrative Agent), and any interest earned on through the investment of such deposits, which investments deposits shall be made at for the option Borrowers’ account and sole discretion of shall be added to the deposits held by the Administrative Agent under this Section and at each Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountapplied as provided herein. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks relevant Fronting Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower Borrowers under this Agreement. To If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount, together with any interest earned thereon (to the extent not applied as aforesaid), any cash collateral provided hereunder shall be returned in full to the applicable Borrower Borrowers within three (3) Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary waived. If the Borrowers are required to cause the provide an amount of such cash collateral not hereunder pursuant to exceed Section 2.08(a)(ii), such amount shall be returned to the aggregate LC ExposureBorrowers if and only if the conditions to a Borrowing in such amount are satisfied.

Cash Collateralization. (i) If Effective immediately, without demand or other notice of any kind, if any Specified Event of Default shall occur and be continuing and if the maturity of the Loans has have been accelerated declared due and payable in accordance with respect to a Borrower pursuant to Article VIIthe terms hereof, then on the Business Day that on which the Borrowers receive Lead Borrower receives notice from the Administrative Agent upon written request of Agent, the applicable Issuing Bank or the Required Lenders demanding the deposit of Cash Collateralization Collateral pursuant to this paragraph, each such the applicable Borrower Borrowers shall deposit in an interest-bearing account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and applicable Issuing Banks, Cash Collateralize an amount in cash equal Collateral with respect to the LC Exposure for all outstanding Letters of Credit requested by it Exposure, as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure . The applicable Borrowers also shall become effective immediately, and such deposit Cash Collateral shall become immediately due pursuant to this paragraph as and payable, without demand or other notice of any kind, upon to the occurrence of any Event of Default with respect to extent required by Section 2.11(b). Each such Borrower described in clause (g) or (h) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementBorrowers. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent or the applicable Issuing Bank, the applicable Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent (for the benefit of the Lenders and the Issuing Banks) shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys Notwithstanding anything to the contrary contained in this Agreement, moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed by the applicable Borrower Borrowers when such reimbursement by the applicable Borrowers is required hereunder and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, such balance shall be applied to satisfy other obligations of the applicable Borrower Borrowers under this Agreement. To If any Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (together with all interest or other earnings with respect thereto, to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable such Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in partafter the termination of Defaulting Lender status, as necessary applicable. If any Borrower is required to cause the provide an amount of Cash Collateral hereunder pursuant to Section 2.11(b), such cash collateral amount (to the extent not applied as aforesaid) shall be returned to exceed such Borrower as and to the aggregate LC Exposureextent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Specified Event of Default shall have occurred and be continuing.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if continuing, or to the maturity extent required by Section 2.11(c), the Borrower shall, within two Business Days, deposit in an account with the Administrative Agent, in the name of the Loans has been accelerated with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request and for the benefit of the Required Lenders demanding Cash Collateralization pursuant to this paragraphSecured Parties, each such applicable Borrower shall Cash Collateralize an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. The Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such account and cash collateral. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the each Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Parent Borrower or any Foreign Subsidiary Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Revolving Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be, shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in the applicable currency equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Parent Borrower or any Foreign Subsidiary Borrower described in clause (gh) or (hi) of Article VII. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Parent Borrower and the Foreign Subsidiary Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s the risk and expenseexpense of the Parent Borrower and the Foreign Subsidiary Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Parent Borrower and the Foreign Subsidiary Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Parent Borrower and the Foreign Subsidiary Borrower under this Agreement. To If the Parent Borrower or any Foreign Subsidiary Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits of such amounts (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Parent Borrower or such Foreign Subsidiary Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary waived. If the Parent Borrower is required to cause the provide an amount of such cash collateral hereunder pursuant to Section 2.11(b), such amount plus any accrued interest or realized profits on account of such amount (to the extent not applied as aforesaid) shall be returned to exceed the aggregate LC ExposureParent Borrower as and to the extent that, after giving effect to such return, the Parent Borrower would remain in compliance with Section 2.11(b) and no Default or Event of Default shall have occurred and be continuing.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request of the Required Lenders demanding Cash Collateralization pursuant to this paragraph, each such applicable Borrower shall Cash Collateralize an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral cash collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To the extent not applied as aforesaid, any cash collateral provided hereunder shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposure.

Cash Collateralization. (i) If any Event of Default shall occur have occurred and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive Borrower receives written notice from the Administrative Agent upon written request of or the Required Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account (the “Facility LC Collateral Account”) with the Agent, in the name of the Agent and for the ratable benefit of the Lenders and the benefit of the LC Issuers (as applicable), an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of a Default with respect to such the Borrower described in clause (g) Section 7.6 or (h) of Article VII7.7. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Facility LC Collateral Account. Other than The Agent will invest any interest earned funds on deposit from time to time in the investment Facility LC Collateral Account in certificates of such deposits, which investments shall be made at the option and sole discretion deposit of the Administrative Agent and at each Borrower’s risk and expense, such deposits shall JPMorgan Chase Bank having a maturity not bear interestexceeding 30 days. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account the Facility LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks each LC Issuer for LC Disbursements Reimbursement Obligations for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default Defaults have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Facility Agent or the Majority Lenders (or, if the maturity of the Loans has been accelerated accelerated, Energy Hedging Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request Energy Hedging LC Exposure representing greater than 50% of the Required Lenders total Energy Hedging LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraphclause (j), each such applicable the Borrower shall Cash Collateralize immediately deposit in an account with the Facility Agent, in the name of the Facility Agent and for the benefit of the Energy Hedging Issuing Banks and the Energy Hedging Lenders, an amount in cash equal to 103% of the Energy Hedging LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (g) or (h) of Article VIIpursuant to Section 8.01(f). Such deposit shall be held by the Administrative Facility Agent as collateral for the payment and performance of the reimbursement obligations of the applicable Borrower under this AgreementAgreement for the Energy Hedging LC Exposure. The Administrative Facility Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Facility Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Facility Agent to reimburse the any Energy Hedging Issuing Banks Bank for Energy Hedging LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the Energy Hedging LC Exposure at such time ortime, if but shall not be applied for any other purpose. If the maturity Borrower is required to provide an amount of cash collateral hereunder as a result of the Loans has been accelerated occurrence of an Event of Default, such amount (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days after following the earlier of (i) the cure or waiver of all Events of Default have been cured or waived or, in full or in part, as necessary to cause (ii) the amount of such cash collateral not to exceed the aggregate date there is no longer any outstanding Energy Hedging LC Exposure.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Payment Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposures representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Payment Agent, in the name of the Payment Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that (i) amounts payable in respect of any Letter of Credit or LC Disbursement shall be payable in the currency of such Letter of Credit or LC Disbursement, except that LC Disbursements in a Designated Foreign Currency in respect of which the Borrower’s reimbursement obligations have been converted to obligations in US Dollars as provided in paragraph (e) above and interest accrued thereon shall be payable in US Dollars and (ii) the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gi) or (hj) of Article VII. Such deposit shall be held by the Administrative Payment Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Payment Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Payment Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Payment Agent to reimburse the each Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive Borrower Representative receives notice from the Administrative Agent upon written request of or the Required Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower the Borrowers shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of a Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Borrowers within three (3) Business Days after all Events of Default such Defaults have been cured or waived or, as confirmed in full or in part, as necessary to cause writing by the amount of such cash collateral not to exceed the aggregate LC ExposureAdministrative Agent.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposures representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Agent, in the name of the Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (g) Sections 7.6 or (h) of Article VII7.7. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the each Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure Exposures representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default Defaults have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any the Commitments shall have been terminated or an Event of Default shall occur have occurred and be continuing and if the maturity Commitments hereunder terminated and the Loans hereunder accelerated, then the Company shall deposit in an account with the Applicable Agent, in the name of the Loans has been accelerated with respect to a Borrower pursuant to Article VII, on Applicable Agent and for the Business Day that the Borrowers receive notice from the Administrative Agent upon written request benefit of the Required Lenders demanding Cash Collateralization pursuant to this paragraphLenders, each such applicable Borrower shall Cash Collateralize an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Specified Event of Default with respect to such Borrower described in clause (g) or (h) of Article VIIthe Company. Such deposit shall be held by the Administrative Applicable Agent as collateral for the payment and performance of the obligations of the applicable Borrower Loan Parties under this Agreementthe Loan Documents. The Administrative Applicable Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on At the investment request of such depositsthe Company, which investments amounts so deposited shall be made invested by the Applicable Agent, at the option and sole discretion of the Administrative Agent and at each BorrowerCompany’s risk and expense, in high quality overnight or short-term cash equivalent investments of prime financial institutions (which may include any Applicable Agent) maturing prior to the date or dates on which the Applicable Agent anticipates that such deposits shall not bear interestamounts will be applied as required by this paragraph. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Applicable Agent to reimburse the any Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), ) be applied to satisfy other obligations of the applicable Borrower Company under this Agreement. To If the Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Company within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Global Tranche Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposures representing more than 50% of the Required Lenders aggregate amount of LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower shall deposit (“Cash Collateralize Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Applicable Agent, in the name of the Applicable Agent and for the benefit of the Global Tranche Lenders and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure for all outstanding Letters attributable to such Letter of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Company or any Borrower described in clause (gh) or (hi) of Article VII. Such Each such deposit shall be held by the Administrative Applicable Agent as collateral for the payment and performance of the obligations of the applicable Borrower Borrowers under this Agreement. The Administrative Applicable Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Applicable Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys Monies in such account shall be applied by the Administrative Applicable Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Global Tranche Lenders with LC Exposure Exposures representing greater more than 5150% of the total aggregate amount of LC Exposure), be applied to satisfy other obligations of the applicable Borrower Borrowers under this Agreementthe Loan Documents. To If the Borrowers are required to provide cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Borrowers within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default with respect to a Borrower shall occur and be continuing and continuing, on the Business Day that such Borrower receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposures representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower shall Cash Collateralize deposit in an account with the Agent, in the name of the Agent and for the benefit of the Lenders, an amount in cash equal to the portion of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereonattributable to Letters of Credit issued for the account of such Borrower; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) Sections 7.6 or (h) of Article VII7.7. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Obligations of the applicable such Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each such Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the each Issuing Banks Bank for LC Disbursements under Letters of Credit issued for the account of such Borrower for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the future reimbursement obligations under Letters of the applicable Borrower Credit issued for the LC Exposure at account of such time Borrower or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure Exposures representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations Obligations of the applicable such Borrower under this Agreement. To If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a Default with respect to such Borrower, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable such Borrower within three Business Days after all Events of Default Defaults with respect to such Borrower have been cured or waived or, in full or in part, waived. If at any time the cash collateral of any Borrower shall exceed such portion of the LC Exposure as necessary to cause the amount of such cash collateral not date attributable to exceed Letters of Credit issued for the aggregate LC Exposureaccount of such Borrower, the Agent shall apply such excess funds to the payment of such Borrower’s Obligations or (i) if no such Obligations are then due and owing and no Default with respect to such Borrower shall exist, shall release such excess funds to such Borrower or (ii) if no such Obligations are outstanding (other than contingent Obligations in respect of Letters of Credit which are fully collateralized), such excess amount shall be released to such Borrower notwithstanding the existence of a Default in respect of such Borrower.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to LC Exposure representing a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request majority of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower the Company shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower the Company described in clause (gf) or (hg) of Article VII. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower Company under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s the Company's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% a majority of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower Company under this Agreement. To If the Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Company within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, the Borrower shall, on the Business Day it receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIaccelerated, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request Revolving Credit Lenders holding participations in outstanding Letters of Credit representing greater than 50% of the Required Lenders demanding Cash Collateralization pursuant aggregate undrawn amount of all outstanding Letters of Credit) thereof and of the amount to this paragraphbe deposited, each such applicable Borrower shall Cash Collateralize deposit in an account with the Collateral Agent, for the benefit of the Revolving Credit Lenders, an amount in cash equal to 105% of the LC L/C Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereondate; provided that the obligation to Cash Collateralize the LC Exposure shall deposit such cash will become effective immediately, and such Cash Collateral shall deposit will become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any an Event of Default with respect to such Borrower described in clause (gSections 7.01(i) or (h) of Article VII7.01(j). Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Cash Equivalents, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expenseCollateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC L/C Disbursements for which they have it has not been reimbursed by the applicable Borrower andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Credit Lenders with LC Exposure holding participations in outstanding Letters of Credit representing greater than 5150% of the total LC Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations the Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, US Dollar Tranche Revolving Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Dollar Tranche Revolving Lenders and the Issuing Banks, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure cash collateralize shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. Such The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.21(c). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the each Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of US Dollar Tranche Revolving Lenders with LC Exposure representing greater than 5150% of the total LC ExposureExposure and (ii) in the case of any such application at a time when any US Tranche Revolving Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary waived. If the Borrower is required to cause the provide an amount of such cash collateral hereunder pursuant to Section 2.21, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to exceed the aggregate Borrower as promptly as practicable, to the extent that, after giving effect to such return, no Issuing Bank shall have any LC ExposureExposure in respect of any outstanding Letter of Credit that is not fully covered by the US Dollar Tranche Revolving Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral and no Event of Default shall have occurred and be continuing.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that any Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the “LC Collateral Account”), an amount in cash equal to the Dollar Amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that such Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (gh) or (hi) of Article VII. For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the applicable Borrower. Each Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the relevant Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations Obligations. If any Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable such Borrower within three (3) Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Agent upon written request of or the Required Majority Revolving Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash Permitted Investments equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made in Permitted Investments and at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect Borrower is required to a Borrower deposit cash collateral pursuant to Article VIISection 2.07(c), 2.09 or 7.02, it will establish on or prior to such date, and thereafter maintain so long as any Letter of Credit is outstanding or any amount is payable to any Issuing Bank or the Business Day that the Borrowers receive notice from Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent upon written request (the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Section 9.01, in the name of the Required Lenders demanding Cash Collateralization pursuant to this paragraphBorrower but under the sole dominion and control of the Administrative Agent, each such applicable for the benefit of the Issuing Banks and the Lenders, and in which the Borrower shall Cash Collateralize an amount in cash equal have no interest. The Borrower hereby pledges, assigns and grants to the LC Exposure Administrative Agent, on behalf of and for the ratable benefit of the Issuing Banks and the Lenders, a security interest in all outstanding Letters of Credit requested by it as of such date plus any accrued the Borrower’s right, title and unpaid interest thereon; provided that the obligation in and to Cash Collateralize all funds which may from time to time be on deposit in the LC Exposure shall become effective immediatelyCollateral Account, to secure the prompt and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the complete payment and performance of the obligations of the applicable Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including will invest any funds on deposit from time to time in the exclusive right LC Collateral Account in certificates of withdrawal, over such account. Other than any interest earned on the investment deposit of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expense, such deposits shall JPMorgan having a maturity not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountexceeding 30 days. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements made by the Issuing Banks for which they have not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the Total LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure Exposures representing greater than 5150% of the total Total LC Exposure), be applied to satisfy other obligations Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days after all Events of Default have been cured or waived orwaived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.09, such amount shall be returned to the Borrower to the extent that, after giving effect to such return, the Total Credit Exposure would not exceed the Credit Limit and no Default or Event of Default shall have occurred and be continuing. The Administrative Agent agrees that when all Secured Obligations have been paid in full and all Letters of Credit have expired or been terminated, the Administrative Agent will deliver all remaining funds in partthe LC Collateral Account to the Borrower (or such other Person as is entitled thereto under applicable Requirements of Law). If the Administrative Agent determines that any Person other than the Borrower is entitled to such remaining funds, as necessary the Administrative Agent shall use reasonable efforts to cause give the amount Borrower notice of such cash collateral not determination in advance of delivering such funds to exceed any other Person, but the aggregate LC ExposureAdministrative Agent shall have no liability for the failure to deliver such notice.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request of or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing greater than 66-2/3% of the total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower the Borrowers shall Cash Collateralize deposit in an account with the Collateral Agent, in the name of the Collateral Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Collateral Agent and at each Borrower’s the Borrowers' risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5166-2/3% of the total LC Exposure), be applied to satisfy other obligations Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable either Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive receives notice from the Administrative Agent upon written request Lender demanding the deposit of the Required Lenders demanding Cash Collateralization cash collateral pursuant to this paragraph, each such applicable Borrower the Borrowers shall Cash Collateralize deposit in an account with the Lender, in the name and for the benefit of the Lender (the “LC Collateral Account”), an amount in cash equal to 105% of the amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Agent Lender as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementSecured Obligations. The Administrative Agent Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe LC Collateral Account and each Borrower hereby grants the Lender a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent Lender and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks Lender for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Borrowers within three (3) Business Days after all such Events of Default have been cured or waived or, as confirmed in full or in part, as necessary to cause writing by the amount of such cash collateral not to exceed the aggregate LC ExposureLender.

Cash Collateralization. (i) If Provided that Lender has requested that Borrower obtain, and Borrower has obtained, necessary Vermont Public Service Board approval for Borrower’s granting of the security interest, if any Event of Default shall occur and be continuing and continuing, on the Business Day, that the Borrower receives notice from the Lender (or, if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIaccelerated), on demanding the Business Day that the Borrowers receive notice from the Administrative Agent upon written request deposit of the Required Lenders demanding Cash Collateralization cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Lender, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Agent Lender as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent Lender and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent Lender to reimburse the Issuing Banks Lender for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive Borrower receives notice from Lender demanding the Administrative Agent upon written request deposit of the Required Lenders demanding Cash Collateralization cash collateral pursuant to this paragraph, each such applicable or Borrower is otherwise required to cash collateralize the LC Exposure pursuant to this Agreement, Borrower shall Cash Collateralize deposit in an account with Lender, in the name of Lender, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (gh), (i) or (hj) of Article VII. Such deposit shall be held by the Administrative Agent Lender as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent Lender and at each Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent Lender to reimburse the Issuing Banks Lender for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days after all Events of Default have been cured or waived orwaived. Borrower shall, to the extent of its respective interest, promptly following request from Lender, deliver to Lender such documents and agreements as shall be reasonably required by Lender in full or order to establish a first priority security interest (subject to any Permitted Liens) in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurecollateral, duly executed by Borrower and in favor of Lender (on behalf of Lender).

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Parent Borrower or any Foreign Subsidiary Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Revolving Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, the Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be, shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, the undrawn amount of each outstanding Letter of Credit and the amount of each unreimbursed LC Disbursements at such time (and in such currency as each such applicable Borrower shall Cash Collateralize an amount in cash equal to the LC Exposure for all outstanding Letters Letter of Credit requested by it as of is denominated and each such date unreimbursed LC Disbursement was made), plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Parent Borrower or any Foreign Subsidiary Borrower described in clause (gh) or (hi) of Article VII. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Parent Borrower and the Foreign Subsidiary Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s the risk and expenseexpense of the Parent Borrower and the Foreign Subsidiary Borrowers, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Parent Borrower and the Foreign Subsidiary Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Parent Borrower and the Foreign Subsidiary Borrowers under this Agreement. To If the Parent Borrower or any Foreign Subsidiary Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits of such amounts (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Parent Borrower or such Foreign Subsidiary Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary waived. If the Parent Borrower is required to cause the provide an amount of such cash collateral hereunder pursuant to Section 2.11(b), such amount plus any accrued interest or realized profits on account of such amount (to the extent not applied as aforesaid) shall be returned to exceed the aggregate LC ExposureParent Borrower as and to the extent that, after giving effect to such return, the Parent Borrower would remain in compliance with Section 2.11(b) and no Default or Event of Default shall have occurred and be continuing.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Revolving Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders aggregate LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower the Borrowers shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (gh) or (hi) of Article VII. Such The Borrowers also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 5150% of the total aggregate LC Exposure), be applied to satisfy other obligations Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of a Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Borrowers within three (3) Business Days after all Events of Default such Defaults have been cured or waived or, as confirmed in full or in part, as necessary to cause writing by the amount of such cash collateral not to exceed the aggregate LC ExposureAdministrative Agent.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing continuing, and to the extent any such cash collateralization will not result in an obligation to grant a security interest in such cash collateral to holders of notes under any Indenture, the Borrower shall, on the Business Day it receives notice from the Senior Administrative Agent or the Majority Revolving Credit Banks (or, if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIaccelerated, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request Revolving Credit Banks holding participations in outstanding Letters of Credit representing greater than 50% of the Required Lenders demanding aggregate undrawn amount of all outstanding Letters of Credit) thereof and of the amount to be deposited, deposit in the L/C Cash Collateralization pursuant to this paragraphCollateral Account, each such applicable Borrower shall Cash Collateralize for the benefit of the Revolving Credit Banks, an amount in cash equal to the LC L/C Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VIIdate. Such deposit deposits shall be held by the Administrative Senior Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementSenior Obligations. The Administrative Senior Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any Such deposits shall be invested in Temporary Cash Investments, to be selected by the Senior Collateral Agent in its sole discretion, and interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expense, such deposits shall not bear interestbe deposited in such account as additional collateral for the payment and performance of the Senior Obligations. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Senior Administrative Agent to reimburse the applicable Issuing Banks Bank for LC L/C Disbursements for which they have it has not been reimbursed by the applicable Borrower andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations the Senior Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or(or during a Cash Sweep Period, in full or in part, as necessary to cause paid into the amount of such cash collateral not to exceed the aggregate LC ExposureCitibank Concentration Account).

Cash Collateralization. If (i) If any Event of Default shall occur and be continuing or (ii) to the extent and so long as the L/C Exposure exceeds the Total Revolving Credit Commitment, the Borrowers shall, on the Business Day after Terex receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIaccelerated, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request Revolving Credit Lenders holding participations in outstanding Letters of Credit representing greater than 50% of the Required Lenders demanding Cash Collateralization pursuant aggregate undrawn amount of all outstanding Letters of Credit) thereof and of the amount to this paragraphbe deposited, each such applicable Borrower shall Cash Collateralize deposit in an account with the Collateral Agent, for the benefit of the Revolving Credit Lenders, an amount in cash in the currency determined by the Collateral Agent equal to the LC L/C Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VIIdate. Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expenseCollateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the any Issuing Banks Bank for LC L/C Disbursements for which they have it has not been reimbursed by the applicable Borrower andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Credit Lenders with LC Exposure holding participations in outstanding Letters of Credit representing greater than 5150% of the total LC Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations the Obligations. If any Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable such Borrower within three Business Days after all Events of Default have been cured or waived orwaived. If any Borrower is required to provide an amount of cash collateral pursuant to clause (ii) of the first sentence of this paragraph (j), in full or in part, as necessary such amount shall be returned to cause such Borrower from time to time to the extent that the amount of such cash collateral not to exceed held by the aggregate LC ExposureCollateral Agent exceeds the excess, if any, of the L/C Exposure over the Total Revolving Credit Commitment so long as no Event of Default shall have occurred and be continuing.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that a Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding attributable to any Letters of Credit requested by it issued for its account as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made upon the request of the applicable Borrower and at the option and sole discretion of the Administrative Agent and at each applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure attributable to any Letters of Credit issued for its account at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower Borrowers under this Agreement. To If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid), any cash collateral provided hereunder together with interest or profits, if any, earned upon the investment of such amount, shall be returned in full to the applicable such Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Agent upon written request of the Required Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Majority Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower the Company shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower the Company described in clause (g) or (h) of Article VIISection 9. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower Company under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest Credit Agreement earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrowerthe Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the relevant Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower Company under this Agreement. To If the Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Company within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, the Borrower shall, on the Business Day the Borrower receives notice from the Administrative Agent or Revolving Credit Lenders with combined Revolving Credit Commitments representing a majority of the aggregate Revolving Credit Commitments (or, if the maturity of the Loans has been accelerated with respect to accelerated, Revolving Credit Lenders holding participations in outstanding Letters of Credit representing a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request majority of the Required aggregate undrawn amount of all outstanding Letters of Credit) thereof and of the amount to be deposited, deposit in an account with the Collateral Agent, for the benefit of the Revolving Credit Lenders demanding Cash Collateralization pursuant to this paragraph, each such applicable Borrower shall Cash Collateralize an aggregate amount in cash equal to the LC Revolving L/C Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VIIdate. Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Collateral Agent and at each Borrower’s risk and expense(provided that the Collateral Agent shall use reasonable efforts to make such investments), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (a) automatically be applied by the Administrative Agent to reimburse the Issuing Banks Fronting Bank for LC L/C Disbursements for which they that have not been reimbursed by the applicable Borrower andreimbursed, to the extent not so applied, shall (b) be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Revolving L/C Exposure at such time or, and (c) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Credit Lenders with LC Exposure holding participations in outstanding Letters of Credit representing greater than 5150% of the total LC Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations the Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, the Borrower shall, on the Business Day it receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIaccelerated, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request Backstop LC Lenders representing greater than 50% of the Required Lenders demanding Cash Collateralization pursuant Backstop LC Exposure) thereof and of the amount to this paragraphbe deposited, each such applicable Borrower shall Cash Collateralize deposit in an account with the Collateral Agent, for the ratable benefit of the Backstop LC Lenders, an amount in cash equal to the Backstop LC Credit Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VIIdate. Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Collateral Agent shall have exclusive dominion and control, including including, subject to the Loan Insurer’s rights under Article X, the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expenseControlling Party, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Collateral Agent to reimburse the Issuing Banks Bank for Backstop LC Disbursements for which they have it has not been reimbursed by the applicable Borrower andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the Backstop LC Credit Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Backstop LC Lenders with LC Exposure representing greater than 5150% of the total Backstop LC Credit Exposure), be applied to satisfy other the obligations under the Backstop LC Facility. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Facility Agent or the Majority Lenders (or, if the maturity of the Loans has been accelerated accelerated, Liquidity Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request Liquidity LC Exposure representing greater than 50% of the Required Lenders total Liquidity LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraphclause (j), each such applicable the Borrower shall Cash Collateralize immediately deposit in an account with the Facility Agent, in the name of the Facility Agent and for the benefit of the Liquidity Issuing Banks and the Liquidity Lenders, an amount in cash equal to 103% of the Liquidity LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (g) or (h) of Article VIIpursuant to Section 8.01(f). Such deposit shall be held by the Administrative Facility Agent as collateral for the payment and performance of the reimbursement obligations of the applicable Borrower under this AgreementAgreement for the Liquidity LC Exposure. The Administrative Facility Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Facility Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Facility Agent to reimburse the any Liquidity Issuing Banks Bank for Liquidity LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the Liquidity LC Exposure at such time ortime, if but shall not be applied for any other purpose. If the maturity Borrower is required to provide an amount of cash collateral hereunder as a result of the Loans has been accelerated occurrence of an Event of Default, such amount (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days after following the earlier of (i) the cure or waiver of all Events of Default have been cured or waived or, in full or in part, as necessary to cause (ii) the amount of such cash collateral not to exceed the aggregate date there is no longer any outstanding Liquidity LC Exposure.

Cash Collateralization. (ia) If any Event of Default shall occur and be continuing and if continuing, or the maturity Total Acquisition Loan Commitment is terminated or reduced to an amount insufficient to fund the outstanding Letter of Credit Obligations, the Loans has been accelerated with respect to a Borrower pursuant to Article VII, Company agrees that it shall on the Business Day that the Borrowers receive it receives notice from the Administrative Agent Agent, acting upon written request instructions of the Required Lenders demanding Lenders, it will immediately repay in full all Swing Line Overdraft Loans and, after making such payment, deposit in an account (the “Cash Collateralization pursuant to this paragraphCollateral Account”) held by the Agent, each such applicable Borrower shall Cash Collateralize for the benefit of the Acquisition Loan Lenders, an amount in of cash equal to the LC Exposure for all outstanding Letters Letter of Credit requested by it Obligations as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VIIdate. Such deposit shall be held by the Administrative Agent as collateral Collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on Funds in the investment of such deposits, which investments Cash Collateral Account shall be made held in a blocked, interest-bearing account held by the Agent upon such terms and in such type of account as customary at the option and sole discretion depository institution. The Company shall pay any fees charged by the Agent which fees are of the Administrative Agent and at each Borrower’s risk and expense, type customarily charged by such deposits shall not bear interest. Interest or profits, if any, on institution with respect to such investments shall accumulate in such accountaccounts. Moneys in such account shall (i) be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed by the applicable Borrower andpayment of outstanding reimbursement Obligations in respect of Letters of Credit and interest thereon, to the extent not so applied, shall (ii) be held for the satisfaction of the future reimbursement obligations Obligations of the applicable Borrower for Borrowers in respect of Letters of Credit, and (iii) in the LC Exposure at such time or, if event the maturity of the Loans has been accelerated (but subject to accelerated, with the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)Required Lenders, be applied to satisfy other obligations of the applicable Borrower Obligations. If the Company shall provide Cash Collateral under this Agreement. To Section 6.8(a) or shall prepay any Letter of Credit and thereafter either (i) drafts or other demands for payment complying with the extent terms of such Letters of Credit are not applied as aforesaid, any cash collateral provided hereunder shall be returned in full made prior to the applicable Borrower within three Business Days after all Events respective expiration dates thereof, or (ii) such Event of Default shall have been cured waived or waived orcured, then the Agent, the Floor Plan Agent, the Swing Line Bank and the Lenders agree that the Agent is hereby authorized, without further action by any other Person, to release the Lien in full or in part, as necessary to cause the amount of such cash collateral not and will direct the Agent to exceed remit to the aggregate LC ExposureCompany amounts for which the contingent obligations evidenced by such Letters of Credit have ceased.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive Borrower Representative receives notice from the Administrative Agent upon written request Lender demanding the deposit of the Required Lenders demanding Cash Collateralization cash collateral pursuant to this paragraph, each such applicable Borrower the Borrowers shall Cash Collateralize deposit in an account with the Lender, in the name and for the benefit of the Lender (the “LC Collateral Account”), an amount in cash equal to 105% of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Agent Lender as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementSecured Obligations. The Administrative Agent Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe LC Collateral Account and the Borrowers hereby grant the Lender a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent Lender and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks Lender for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Borrowers within three Business Days after all such Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposureaccordance with this Agreement.

Cash Collateralization. (i) If any Event of Default shall occur have occurred and be continuing and continuing, on the Business Day that the Administrative Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Revolving Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders aggregate LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower the Borrowers shall Cash Collateralize deposit in an account or accounts with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 103% of the amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower reimbursed, together with related fees, costs and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 5150% of the total aggregate LC Exposure), be applied to satisfy other obligations Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Borrowers within three (3) Business Days after all such Events of Default have been cured or waived or, as confirmed in full or in part, as necessary to cause writing by the amount of such cash collateral not to exceed the aggregate LC ExposureAdministrative Agent.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Agent upon written request of or the Required Lenders demanding the deposit of Cash Collateralization Collateral pursuant to this paragraphclause (o), each such applicable the Borrower shall immediately deposit into the Cash Collateralize Collateral Account an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it Minimum Collateral Amount as of such date plus any accrued and unpaid interest thereon; , provided that the obligation to deposit such Cash Collateralize the LC Exposure Collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (g) or (hf) of Article VIISection 8.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. In addition, and without limiting the foregoing or clause (d) of this Section 2.03, if any L/C Obligations remain outstanding after the expiration date specified in said clause (d), the Borrower shall immediately deposit into the Cash Collateral Account an amount in cash equal to the Minimum Collateral Amount of such L/C Obligations as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Cash Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Cash Collateral Account. Moneys in such account the Cash Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks L/C Issuer for LC L/C Disbursements for which they have it has not been reimbursed by the applicable Borrower reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC ExposureRequired Lenders), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Bank Agent upon written request of the Required Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Bank Agent, in the name of the Bank Agent and for the benefit of the Bank Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Bank Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Bank Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Bank Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Bank Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Bank Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Revolving Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date attributable to all Letters of Credit issued for the account of the Borrower plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. Such The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.09(b), and any such cash collateral so deposited and held by the Administrative Agent hereunder shall constitute part of the Borrowing Base for purposes of determining compliance with Section 2.09(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 5150% of the total LC 42 37 Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary waived. If the Borrower is required to cause the provide an amount of such cash collateral hereunder pursuant to Section 2.09(b), such amount (to the extent not applied as aforesaid) shall be returned to exceed the aggregate LC ExposureBorrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.09(b) and no Default shall have occurred and be continuing.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity Lender provides notice to Borrowers of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIrequirement that Borrowers Cash Collateralize all outstanding Letters of Credit, on or in the Business Day that event any Letter of Credit remains outstanding beyond the Maturity Date, the Borrowers receive notice from shall deposit in one or more accounts with Lender, for the Administrative Agent upon written request benefit of the Required Lenders demanding Cash Collateralization pursuant to this paragraphL/C Issuer, each such applicable Borrower shall Cash Collateralize in the name of the Lender an amount in cash equal to 105% of the LC Exposure for face amount of all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (g) under Sections 15.6 or (h) of Article VII15.7 herein. Such deposit shall be held by the Administrative Agent Lender as collateral for the payment and performance of the obligations outstanding Letters of Credit and all fees referred to in Section 3.1 (the applicable Borrower under this Agreement“LC Exposure”). The Administrative Agent Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount(s), and Borrowers hereby Table of Contents grant Lender a security interest in such account(s) to secure the LC Exposure. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent Lender and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountaccount(s). Moneys in such account account(s) shall be applied by the Administrative Agent Lender to reimburse the Issuing Banks applicable L/C Issuer for LC Disbursements draws under any Letter of Credit for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if Exposure. If the maturity Borrowers are required to provide an amount of cash collateral hereunder as a result of the Loans has been accelerated occurrence of an Event of Default, the Lender shall return such amount (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To the extent not applied as aforesaid, any cash collateral provided hereunder shall be returned in full ) to the applicable Borrower within three Business Days Borrowers after all Events of Default have been cured or waived orand the Loans de-accelerated. If the Borrowers are required to provide cash collateral as a result of any Letter of Credit being outstanding beyond the Maturity Date, in full or in part, as necessary to cause the amount of Lender shall return such cash collateral not upon the expiration of such Letter of Credit to exceed the aggregate LC Exposureextent no claims have been made and are outstanding against such Letter of Credit. Upon the Payment in Full of all of the Obligations, all cash collateral shall be returned to the Borrowers or such other party as directed by any court of law having jurisdiction over such cash collateral.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the Dollar Amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (g) or (hf) of Article VII. For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the Borrower. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementLC Exposure. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if time. If the maturity Borrower is required to provide an amount of cash collateral hereunder as a result of the Loans has been accelerated occurrence of an Event of Default, such amount (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days after all such Events of Default have been cured or waived orwaived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, the Borrower is in full or compliance with the Revolving Exposure Limitations (calculated with respect to Credit Events denominated in partForeign Currencies, as necessary of the most recent Computation Date with respect to cause each such Credit Event), the Foreign Currency LC Exposure as of the most recent Computation Date shall not exceed the Foreign Currency LC Sublimit, and no Event of Default shall have occurred and be continuing. If the Borrower is required to provide an amount of such cash collateral hereunder pursuant to Section 2.21, such amount (to the extent not applied as aforesaid) shall be returned to exceed the aggregate LC ExposureBorrower as promptly as practicable to the extent that, after giving effect to such return, the Issuing Bank shall not have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral and no Event of Default shall have occurred and be continuing.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive applicable Borrower receives notice from the Administrative Agent upon written request of or the Required Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such the applicable Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in dollars or, if applicable, Alternative Currency, equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (gh) or (hi) of Article VIISection 8.01. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreementrelevant CREDIT AGREEMENT, Page 66 Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys Monies in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower relevant Borrowers for the LC Exposure at such time ortime, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower relevant Borrowers under this Agreement. To If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days following a request to do so after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Agent upon written request of the Required Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIexists, then on the Business Day that the Borrowers receive Lead Borrower receives notice from the Administrative Agent upon written request at the direction of the Required Lenders demanding the deposit of Cash Collateralization collateral pursuant to this paragraphparagraph (j), each such applicable the Lead Borrower shall Cash Collateralize deposit, in an interest-bearing account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash Cash equal to 101% of the Dollar Equivalent of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon(minus the amount then on deposit in the LC Collateral Account); provided that the obligation to deposit such Cash Collateralize the LC Exposure collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Lead Borrower described in clause (gSection 7.01(f) or (hg). (ii) of Article VII. Such Any such deposit under clause (i) above shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Secured Obligations in accordance with the provisions of the applicable Borrower under this Agreementparagraph (j). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on , and the investment of such depositsLead Borrower hereby grants the Administrative Agent, which investments shall be made at for the option and sole discretion benefit of the Administrative Agent and at each Borrower’s risk and expenseSecured Parties, such deposits shall not bear interesta First Priority security interest in the LC Collateral Account. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Lead Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), Required Lenders) be applied to satisfy other obligations Secured Obligations. If the Lead Borrower is required to provide an amount of Cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Lead Borrower within promptly but in no event later than three Business Days after all Events such Event of Default have has been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposure.waived. Section 2.06 [Reserved]. Section 2.07

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposures representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Agent, in the name of the Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (g) Sections 7.6 or (h) of Article VII7.7. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the each Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the future reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure Exposures representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default Defaults have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the Dollar Amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gSection 7.01(f) or (h) g). For the purposes of Article VIIthis paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the Borrower. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Agent upon written request of or the Required Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding as of such date (including any LC Exposure related to Letters of Credit requested by it as a Letter of such date Credit Applicant) plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower and Letter of Credit Applicants for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default under clause (a) or (b) of Article VII shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Agent upon written request Lender demanding the deposit of the Required Lenders demanding Cash Collateralization cash collateral pursuant to this paragraphparagraph or automatically without notice or demand on the Termination Date, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Lender, in the name of the Lender and for the benefit of the Lender, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Agent Lender as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent Lender and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent Lender to reimburse the Issuing Banks Lender for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary if such date is prior to cause the amount of such cash collateral not to exceed the aggregate LC ExposureTermination Date.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive notice from the Administrative Facility Agent upon written request of or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such the Borrowers shall deposit (“Cash Collateralize”) in an account with the Facility Agent, in the name of the Facility Agent and for the benefit of the applicable Borrower shall Cash Collateralize Lenders and the Issuing Bank, an amount in cash equal to the sum of the US Tranche LC Exposure for all outstanding Letters and 105% of Credit requested by it the Spanish Tranche LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such a Borrower described in clause (gh) or (hi) of Article VII7. Such Amounts payable under the preceding sentence shall be payable in the currency of each applicable Letter of Credit and LC Disbursement. Each such deposit shall be held by the Administrative Facility Agent as collateral for the payment and performance of the obligations of the applicable Borrower Borrowers under this Agreement. The Administrative Facility Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Facility Agent and at each the applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys Monies in such account shall be applied by the Administrative Facility Agent to reimburse the Issuing Banks Bank for LC Disbursements with respect to Letters of Credit issued for the account of the applicable Borrower for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of US Tranche Lenders or Spanish Tranche Lenders, as the case may be, with US Tranche LC Exposure Exposures or Spanish Tranche LC Exposures representing greater more than 5150% of the total aggregate amount of US Tranche LC Exposure or Spanish Tranche LC Exposure), be applied to satisfy other obligations of the applicable such Borrower under this Agreement. To If the Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Company within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any a Remedy Event of Default shall occur and be continuing and if occur, the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIshall, on the Business Banking Day that following the Borrowers receive date on which the Borrower receives notice from of such Remedy Event, deposit in an account with the Administrative Collateral Agent upon written request in the name of the Required Lenders demanding Cash Collateralization pursuant to this paragraphCollateral Agent and for the sole benefit of the applicable LC Lenders, each such applicable Borrower shall Cash Collateralize an amount in Dollars in cash equal to 102.5% of the total DSR LC Exposure for all outstanding Letters of Credit requested by it and PPA LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that that, upon the occurrence of any Remedy Event with respect to any Obligor described in Section 3.2(c)(i) of the Intercreditor Agreement, the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payablepayable in Dollars, without demand or other notice of any kind, upon the occurrence . Each deposit of any Event of Default with respect cash collateral pursuant to such Borrower described in clause (g) or (h) of Article VII. Such deposit this paragraph shall be held by the Administrative Collateral Agent for the benefit of the DSR Letter of Credit Issuing Bank and DSR LC Lenders and PPA Letter of Credit Issuing Bank and PPA LC Lenders, as applicable, as collateral for the payment and performance of the obligations of the applicable Borrower Obligors under this Agreement in respect of the DSR Letters of Credit and the PPA Letters of Credit. Subject to the terms of the Intercreditor Agreement. The Administrative , the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expense, such Such deposits shall not bear interest. Interest or profits, if any, on interest and such investments shall accumulate amounts be held in such accountDollars in cash. Moneys in such account shall be applied by the Administrative Agent to reimburse the each DSR Letter of Credit Issuing Banks Bank or PPA Letter of Credit Issuing Bank for LC Disbursements Drawing Payments for which they have such DSR Letter of Credit Issuing Bank or PPA Letter of Credit Issuing Bank has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the DSR LC Exposure and PPA LC Exposure at such time. In addition, at any time or, if the maturity of the Loans has been accelerated (but subject where amounts would otherwise be required to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations the mandatory prepayment of the applicable Borrower under this Agreement. To the extent not applied Loans or LC Loans in accordance with Section 2.8(c), but no Loans or LC Loans are then outstanding, such amounts shall instead be held as aforesaid, any cash collateral provided hereunder shall be returned in full to for the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause DSR LC Exposure and the amount of such cash collateral not to exceed PPA LC Exposure (ratably based on the aggregate DSR LC Exposure and the PPA LC Exposure) in the manner specified in this Section 2.4(e)(iv).”

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive applicable Borrower receives notice from the Administrative Agent upon written request of or the Required Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such the applicable Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in dollars or, if applicable, Alternative Currency, equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (gh) or (hi) of Article VIISection 8.01. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreementrelevant Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys Monies in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower relevant CREDIT AGREEMENT, Page 57 Borrowers for the LC Exposure at such time ortime, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower relevant Borrowers under this Agreement. To If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days following a request to do so after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 51% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower the Company shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower the Company described in clause (gh) or (h) W of Article VIIVIII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower Company under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s the Company's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower Company under this Agreement. To If the Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, the Administrative Agent shall, at the request of the Company, release moneys in such account to the Company to the extent the balance in such account exceeds the LC Exposure at such time. Any amount that is not applied or released as aforesaid, any cash collateral provided hereunder aforesaid shall be returned in full to the applicable Borrower Company within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Agent, in the name of the Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (g) or (hm) of Article VII8. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments in- vestments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Lender for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity Administrative Agent provides notice to Borrowers of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIrequirement that Borrowers Cash Collateralize all outstanding Letters of Credit, on or if any Letter of Credit remains outstanding beyond the Business Day that Maturity Date, the Borrowers receive notice from shall deposit in one or more accounts with Administrative Agent, for the benefit of the L/C Issuer, in the name of Administrative Agent upon written request of the Required Lenders demanding Cash Collateralization pursuant to this paragraph, each such applicable Borrower shall Cash Collateralize an amount in cash equal to 105% of the LC Exposure for US Dollar Equivalent face amount of all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the Table of Contents obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such any Borrower described in clause (g) under Sections 15.6 or (h) of Article VII15.7 herein. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations outstanding Letters of Credit and all fees referred to in Section 3.1 (the applicable Borrower under this Agreement“LC Exposure”). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount(s), and Borrowers hereby grant Administrative Agent a security interest in such account(s) to secure the LC Exposure. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountaccount(s). Moneys in such account account(s) shall be applied by the Administrative Agent to reimburse the Issuing Banks applicable L/C Issuer for LC Disbursements draws under any Letter of Credit for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC Exposure at such time or, if Exposure. If the maturity Borrowers are required to provide an amount of cash collateral hereunder as a result of the Loans has been accelerated occurrence of an Event of Default, Administrative Agent shall return such amount (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To the extent not applied as aforesaid, any cash collateral provided hereunder shall be returned in full ) to the applicable Borrower within three Business Days Borrowers after all Events of Default have been cured or waived orand the Loans de-accelerated. If the Borrowers are required to provide cash collateral as a result of any Letter of Credit being outstanding beyond the Maturity Date, in full or in part, as necessary to cause the amount of Lender shall return such cash collateral not upon the expiration of such Letter of Credit to exceed the aggregate LC Exposureextent no claims have been made and are outstanding against such Letter of Credit. Upon the Payment in Full of all of the Obligations, all cash collateral shall be returned to Borrowers or such other party as directed by any court of law having jurisdiction over such cash collateral.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Revolving Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders aggregate LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the "LC Collateral Account"), an amount in cash equal to 105% of the amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (g) or (hf) of Article VII. Such The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.09(b) or 2.18. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 5150% of the total aggregate LC Exposure), be applied to satisfy other obligations Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days after all such Events of Default have been cured or waived or, as confirmed in full or in part, as necessary to cause writing by the amount of such cash collateral not to exceed the aggregate LC ExposureAdministrative Agent.

Cash Collateralization. (ia) If any Event of Default shall occur and be continuing and if continuing, or the maturity Acquisition Loan Commitment is terminated or reduced to an amount insufficient to fund the outstanding Letter of Credit Obligations, the Loans has been accelerated with respect to a Borrower pursuant to Article VII, shall on the Business Day that the Borrowers receive it receives notice from the Administrative Agent Agent, acting upon written request instructions of the Required Lenders demanding Lenders, deposit in an account (the "Cash Collateralization pursuant to this paragraphCollateral Account") held by the Agent, each such applicable Borrower shall Cash Collateralize for the benefit of the Lenders, an amount in of cash equal to the LC Exposure for all outstanding Letters Letter of Credit requested by it Obligations as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VIIdate. Such deposit shall be held by the Administrative Agent as collateral Collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments Cash Collateral shall be made held in a blocked, interest-bearing account held by the Agent upon such terms and in such type of account as customary at the option and sole discretion depository institution. The Borrower shall pay any fees charged by the Agent which fees are of the Administrative Agent and at each Borrower’s risk and expense, type customarily charged by such deposits shall not bear interest. Interest or profits, if any, on institution with respect to such investments shall accumulate in such accountaccounts. Moneys in such account shall (i) be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed by the applicable Borrower andpayment of Letter of Credit Borrowings and interest thereon, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations Obligations of the applicable Borrower for in respect of Letters of Credit, and (iii) in the LC Exposure at such time or, if event the maturity of the Loans has been accelerated (but subject to accelerated, with the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)Required Lenders, be applied to satisfy other obligations of the applicable Obligations. If the Borrower shall provide Cash Collateral under this Agreement. To Section 4.9(a) or shall prepay any Letter of Credit and thereafter either (i) drafts or other demands for payment complying with the extent terms of such Letters of Credit are not applied as aforesaid, any cash collateral provided hereunder shall be returned in full made prior to the applicable Borrower within three Business Days after all Events respective expiration dates thereof, or (ii) such Event of Default shall have been cured waived or waived orcured, then the Agent, the Issuing Bank and the Lenders agree that the Agent is hereby authorized, without further action by any other Person, to release the Lien in full or in part, as necessary to cause the amount of such cash collateral not and will direct the Agent to exceed remit to the aggregate LC ExposureBorrower amounts for which the contingent obligations evidenced by such Letters of Credit have ceased.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the “LC Collateral Account”), an amount in cash equal to 102% of the Dollar Amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause clauses (gh) or (hi) of Article VII. For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the Borrower. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse any applicable Issuing Bank (ratably in the case of more than one Issuing Banks Bank) for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), ) be applied to satisfy the other obligations Secured Obligations in accordance with the terms of paragraph (b) of Section 2.18. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary waived. If the Borrower was required to cause provide an amount of cash collateral pursuant to Section 2.11(b) and the amount of such cash collateral not exceeds the requirement under Section 2.11(b), such excess shall be promptly returned to exceed the aggregate LC ExposureBorrower.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VIIcontinuing, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Agent upon written request Lender demanding the deposit of the Required Lenders demanding Cash Collateralization cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Lender, in the name and for the benefit of the Lender (the “LC Collateral Account”), an amount in cash equal to 105% of the amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. Such The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.09(b). Each such deposit shall be held by the Administrative Agent Lender as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementSecured Obligations. The Administrative Agent Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe LC Collateral Account and the Borrower hereby grants the Lender a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent Lender and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Lender for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure)accelerated, be applied to satisfy other obligations Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days after all such Events of Default have been cured or waived or, as confirmed in full or in part, as necessary to cause writing by the amount of such cash collateral not to exceed the aggregate LC ExposureLender.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the "LC Collateral Account"), an amount in cash equal to 102% of the Dollar Amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause clauses (gh) or (hi) of Article VII. For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the Borrower. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse any applicable Issuing Bank (ratably in the case of more than one Issuing Banks Bank) for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), ) be applied to satisfy the other obligations Secured Obligations in accordance with the terms of paragraph (b) of Section 2.18. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary waived. If the Borrower was required to cause provide an amount of cash collateral pursuant to Section 2.11(b) and the amount of such cash collateral not exceeds the requirement under Section 2.11(b), such excess shall be promptly returned to exceed the aggregate LC ExposureBorrower.

Cash Collateralization. If (i) If any Event of Default shall occur and be continuing and if or (ii) the maturity of Total Revolving Credit Commitment is less than the Loans has been accelerated with respect to a Borrower pursuant to Article VIIL/C Exposure, the Borrowers shall, on the Business Day that the Borrowers they receive notice from the Administrative Agent upon written request of or the Required Lenders demanding Cash Collateralization pursuant thereof and of the amount to this paragraphbe deposited, each such applicable Borrower shall Cash Collateralize deposit in an account with the Collateral Agent, for the benefit of the Revolving Credit Lenders, an amount in cash equal to the LC L/C Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VIIdate. Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at by the option and sole discretion of the Administrative Collateral Agent and at each Borrower’s risk and expenseselected in its sole discretion, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the Issuing Banks for LC L/C Disbursements for which they have not been reimbursed by the applicable Borrower andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the applicable Borrower Borrowers for the LC L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but but, if there are Note Repurchase Loans outstanding, subject to the consent of Revolving Credit Lenders with LC Exposure holding participations in outstanding Letters of Credit representing greater than 5150% of the total LC Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations the Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower Borrowers within three Business Days after all Events of Default have been cured or waived orwaived. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.13(g), in full or in part, as necessary such amount shall be returned to cause the Borrowers from time to time to the extent that the amount of such cash collateral not to exceed held by the Collateral Agent exceeds the excess, if any, of the aggregate LC ExposureL/C Exposure over the Total Revolving Credit Commitment; provided, that such return shall not be required at any time that an Event of Default has occurred and is continuing.

Cash Collateralization. (i) If any Event of Default the US Tranche Revolving Commitments and/or Australian Revolving Tranche Commitments shall occur be terminated and be continuing and if the maturity of the any outstanding Loans has been accelerated with respect to a Borrower pursuant to Article VII, on the Business Day that US Borrower and the Borrowers receive notice from Australian Borrower shall promptly deposit in an account with the Administrative Agent upon written request Applicable Agent, in the name of the Required Lenders demanding Cash Collateralization pursuant to this paragraphApplicable Agent and for the benefit of the applicable Revolving Lenders, each such applicable Borrower shall Cash Collateralize an amount in cash equal to the US Tranche LC Exposure for all outstanding Letters of Credit requested by it and the Australian Tranche LC Exposure, respectively, as of the date of such date termination and acceleration, plus any accrued and unpaid interest thereon; provided that . Amounts payable under the obligation to Cash Collateralize preceding sentence shall be payable in the currency of each applicable Letter of Credit and LC Exposure shall become effective immediately, and Disbursement. Each such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VII. Such deposit shall be held by the Administrative Applicable Agent as collateral for the payment and performance of the obligations of the applicable Borrower Borrowers under this Agreement. The Administrative Applicable Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over any such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Applicable Agent and at each the applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in any such account shall be applied by the Administrative Applicable Agent to reimburse the Issuing Banks for LC Disbursements with respect to Letters of Credit issued for the account of the applicable Borrower for which they have not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the in respect of future LC Exposure at such time Disbursements or, if the maturity of the Loans has been accelerated (but subject to the consent of US Tranche Revolving Lenders or Australian Revolving Tranche Lenders, as the case may be, with US Tranche LC Exposure Exposures or Australian Tranche LC Exposures representing greater than 5150% of the total US Tranche LC Exposure)Exposures or Australian Tranche LC Exposures, be applied to satisfy other obligations of the applicable such Borrower under this Agreement. To the extent not applied as aforesaid, any cash collateral provided hereunder shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposure.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent, any Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50.0% of the Required Lenders total LC Exposure) demanding the deposit of Cash Collateralization Collateral pursuant to this paragraph, each such applicable the Borrower shall provide Cash Collateralize Collateral in an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateralize the LC Exposure Collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII7. Such deposit Cash Collateral shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposureeach Issuing Bank), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Agent upon written request of the Required Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (g) or (h) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To the extent not applied as aforesaid, any cash collateral provided hereunder shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect Borrower is required to a Borrower deposit cash collateral pursuant to Article VIISection 2.09 or 7.02, it will establish on or prior to such date, and thereafter maintain so long as any Letter of Credit is outstanding or any amount is payable to any Issuing Bank or the Business Day that the Borrowers receive notice from Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent upon written request (the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Section 9.01, in the name of the Required Lenders demanding Cash Collateralization pursuant to this paragraphBorrower but under the sole dominion and control of the Administrative Agent, each such applicable for the benefit of the Issuing Banks and the Lenders, and in which the Borrower shall Cash Collateralize an amount in cash equal have no interest. The Borrower hereby pledges, assigns and grants to the LC Exposure Administrative Agent, on behalf of and for the ratable benefit of the Issuing Banks and the Lenders, a security interest in all outstanding Letters of Credit requested by it as of such date plus any accrued the Borrower’s right, title and unpaid interest thereon; provided that the obligation in and to Cash Collateralize all funds which may from time to time be on deposit in the LC Exposure shall become effective immediatelyCollateral Account, to secure the prompt and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the complete payment and performance of the obligations of the applicable Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including will invest any funds on deposit from time to time in the exclusive right LC Collateral Account in certificates of withdrawal, over such account. Other than any interest earned on the investment deposit of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expense, such deposits shall JPMorgan having a maturity not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountexceeding 30 days. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements made by the Issuing Banks for which they have not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the Total LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure Exposures representing greater than 5150% of the total Total LC Exposure), be applied to satisfy other obligations Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the applicable Borrower under this Agreement. To occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three (3) Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary waived. If the Borrower is required to cause the provide an amount of such cash collateral hereunder pursuant to Section 2.09, such amount shall be returned to the Borrower to the extent that, after giving effect to such return, the Total Credit Exposure would not to exceed the aggregate Aggregate Commitments and no Default or Event of Default shall have occurred and be continuing. The Administrative Agent agrees that upon Payment in Full, the Administrative Agent will deliver all remaining funds in the LC ExposureCollateral Account to the Borrower (or such other Person as is entitled thereto under applicable Requirements of Law). If the Administrative Agent determines that any Person other than the Borrower is entitled to such remaining funds, the Administrative Agent shall use reasonable efforts to give the Borrower notice of such determination in advance of delivering such funds to any other Person, but the Administrative Agent shall have no liability for the failure to deliver such notice.

Cash Collateralization. (i) If any Event of Default under clause (i) or (ii) of paragraph (f) of Section 7.1 with respect to Holdings or any Borrower shall occur and be continuing and or if the Loans have been accelerated pursuant to Section 7 as a result of any Event of Default, on the Business Day that the Borrower Representative receives notice from an Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50.0% of the Required Lenders total LC Exposure), in each case, demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such the applicable Borrower Borrower, shall Cash Collateralize deliver cash collateral to the Agent, for the benefit of the applicable Lenders, an amount in cash equal to 103% of the applicable LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Letter of Credit obligations (including related fees and expenses) of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made in Cash Equivalents at the option and sole reasonable discretion of the Administrative Agent and at each the applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be released by the Agent to be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and to pay all fees and expenses relating to Letters of Credit that were not otherwise paid when due and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the applicable LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150.0% of the total LC Exposure), be applied to satisfy other obligations of the applicable such Borrower under this Agreement. To If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default specified above, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable such Borrower within three two Business Days after all Events such Event of Default have has been cured or waived or(unless the Revolving Credit Commitments have been terminated and the Obligations have been accelerated, in full or each case in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposureaccordance with Section 7.1).

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and if the maturity of the Loans has been accelerated with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive Borrower receives notice from the Administrative Paying Agent upon written request of the Required Lenders demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Paying Agent, in the name of the Paying Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. Such deposit shall be held by the Administrative Paying Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Paying Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Paying Agent and at each the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Paying Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable Borrower shall Cash Collateralize deposit in the LC Sub Account, in the name of the Collateral Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower described in clause (g) or (h) of Article VIIVIII. Such Each such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Collateral Agent and at each Borrower’s the risk and expenseexpense of Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Collateral Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% two thirds of the total LC Exposure), be applied to satisfy other obligations Obligations of the applicable Borrower under this Agreement. To If Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits on such amounts (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary waived. If Borrower is required to cause the provide an amount of such cash collateral hereunder pursuant to Section 2.09(b), such amount plus any accrued interest or realized profits on account of such amount (to the extent not applied as aforesaid) shall be returned to exceed Borrower as and to the aggregate LC Exposureextent that, after giving effect to such return, Borrower would remain in compliance with Section 2.09(b) and no Default or Event of Default shall have occurred and be continuing.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated accelerated, Lenders with respect to a Borrower pursuant to Article VII, on the Business Day that the Borrowers receive notice from the Administrative Agent upon written request LC Exposure representing greater than 50% of the Required Lenders total LC Exposure) demanding Cash Collateralization the deposit of cash collateral pursuant to this paragraph, each such applicable the Borrower shall Cash Collateralize deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the Dollar Amount of the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to Cash Collateralize the LC Exposure deposit such cash collateral shall become effective immediately, and such Cash Collateral deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such the Borrower described in clause (gh) or (hi) of Article VII. For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable exchange rates of the Administrative Agent on the date notice demanding cash collateralization is delivered to the Borrower. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11.2. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each the Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed by the applicable Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 5150% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid, any cash collateral provided hereunder ) shall be returned in full to the applicable Borrower within three Business Days after all Events of Default have been cured or waived or, in full or in part, as necessary to cause the amount of such cash collateral not to exceed the aggregate LC Exposurewaived.