Common use of Actions in Respect of Letters of Credit Clause in Contracts

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same shall expire on a date after the Revolving Credit Termination Date, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuing, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent, after consultation with the Lenders, may, and upon the demand of the Required Lenders shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Agent, on behalf of the Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, Outstandings (taking into account any amounts then on deposit in the applicable currency, Letter of Credit Collateral Account) under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 8.4(h) or Section 2.6.7 hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.48.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable payable, in such order as the Administrative Agent shall elect against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 8.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations (including without limitation all Letter of the Borrower or the applicable Qualified Borrower Credit Outstandings) hereunder and under any other Loan Document after the Revolving Credit Termination Date termination or expiration of all of the Commitments shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent may, and upon the demand of the Required Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article VI or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit Collateral Account”") to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “"Letter of Credit Collateral”"): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, discretion without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) to amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, to any other unpaid Obligations obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State Commonwealth of New York Virginia at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) IfUpon the date that is ten (10) Business Days prior to the Maturity Date, or at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same shall expire on a date after the Revolving Credit Termination Date, then, Maturity Date when the aggregate funds on deposit in the Revolving Credit Termination DateL/C Cash Collateral Accounts shall be less than the amounts required herein, the Borrower or the applicable Qualified Borrower shall pay to the Administrative AgentAgent in immediately available funds, on behalf of the Lenders, in same day funds at the Administrative Agent’s office designated referred to in such demandSection 12.1, for deposit in a special the L/C Cash Collateral Account described in Section 3.1(c), the Dollar Equivalent of the amount required so that, after such payment, the aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds the sum of (A) 105% of the sum of all outstanding L/C Obligations in respect of Letters of Credit with an expiration date beyond one year after the Scheduled Maturity Date, and (B) 100% of the sum of all other outstanding L/C Obligations; provided, however, that the obligation to provide the foregoing cash collateral account (hereunder may, at the “option of the Borrower and as agreed to by the Issuing Lender, be satisfied by providing, for the benefit of the applicable Issuing Lender, a Letter of Credit Collateral Account”) in form and substance and issued by a financial institution acceptable to such Issuing Lender; provided, further, that with respect to any outstanding L/C Obligations arising under Letters of Credit denominated in a currency other than Dollars, the funds required to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as deposit shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, denominated in the applicable such currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to applymay, from time to time after funds are deposited in the Letter of Credit any L/C Cash Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, apply funds then held in the Letter of Credit such L/C Cash Collateral Account to the payment of any amounts, in such order as accordance with the Administrative Agent may electterms herein, as shall have become or shall become due and payable by the Borrower to the Issuing Lenders or Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) L/C Obligations. The Administrative Agent mayshall promptly give written notice of any such application; provided, in its sole discretionhowever, without that the failure to give such written notice to shall not invalidate any such application. If, as of the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to timeMaturity Date, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit may for any reason remain outstanding that have not been reimbursed is partially or wholly undrawn, the Borrower may back-stop such Letter of Credit with a new letter of credit in form and substance acceptable to the applicable Issuing Lender and issued under any replacement credit facility entered into by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account with a financial institution or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition institutions acceptable to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that timeapplicable Issuing Lender. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same shall expire on a date after the Revolving Credit Termination Date, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuing, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Borrower Administrative Agent, after consultation with the Banks, may, and upon the demand of the Majority Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the applicable Qualified Borrower shall Credit Parties to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the Credit Parties shall, pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower Credit Parties hereby pledgespledge, assigns assign and grants grant to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks, a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower Credit Parties in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; provided, that, if no Event of Default has occurred and is continuing, any interest, dividends or other earnings received with respect to the Letter of Credit Collateral shall be distributed to AMB LP on a monthly basis; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower Credit Parties now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower Credit Parties hereby authorizes authorize the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by AMB LP, or the Borrower Borrowers, to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower Credit Parties, nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower Credit Parties shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Sections 7.4(b) and 7.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees Credit Parties agree that it they will not not: (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral Collateral; or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.47.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to any of the Borrower or the applicable Qualified Borrower Credit Parties except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, the Letter of Credit Collateral against: first (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower any Borrower, and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable payable; and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 7.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to AMB LP and, in the Borrower or case of Letters of Credit maturing after the applicable Qualified BorrowerMaturity Date, upon the return of any such Letter of Credit, any amount attributable to such Letter of Credit shall be promptly returned to AMB LP. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower Borrowers and Guarantors hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower AMB LP or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent may, and if requested by the Required Banks the Administrative Agent shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, --------------------------------------- at any time and from time to time, any Letter Letters of Credit shall have been issued by any Issuing Bank hereunder and (i) a Default shall have occurred and be continuing, (ii) the same Borrower shall expire on have given notice of prepayment in whole under Section 2.09 of all Advances or shall have prepaid in whole all Advances, (iii) the Termination Date shall have occurred or (iv) if at any time, as a result of prepayments pursuant to Section 2.09, the Termination Date shall be a date after not more than 30 days following the Revolving Credit Termination Dateexpiration of any Letter of Credit, then, on upon the Revolving Credit Termination Dateoccurrence of any of the events described in clauses (i) through (iv) above, the Administrative Agents may, and upon the request of any Issuing Bank or of the Required Lenders shall, whether in addition to the taking by the Administrative Agents of any of the actions described in Article VI or otherwise, make demand upon the Borrower or to, and forthwith upon such demand the applicable Qualified Borrower shall will, pay to the Administrative Agent, on behalf Paying Agent for its benefit and the ratable benefit of the Lenders, Lenders in same day funds at the Administrative Paying Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit ---------------- Collateral Account”") to be maintained in the name of the Administrative Paying Agent (on behalf of the Lenders) and under its ------------------ the sole dominion and control of the Paying Agent for the benefit of the Paying Agent and the ratable benefit of the Lenders at such place as shall be designated by the Administrative Paying Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or hereby pledges and assigns to the applicable Qualified Borrower hereby pledgesPaying Agent for its benefit and the ratable benefit of the Lenders, assigns and grants to the Administrative Agent, as Administrative Paying Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “"Letter of Credit ---------------- Collateral”):"): ---------- (i) the Letter of Credit Collateral Account, all cash deposited therein therein, and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all Eligible Securities (as defined below) from time to time held by the Paying Agent and all certificates and instruments from time to time representing or evidencing Eligible Securities; (iii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Paying Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iiiiv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (ivv) to the extent not covered by the above clausesclauses (i) through (iv) above, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Paying Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Paying Agent may elect, as shall have become or shall become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.02(h); provided, however, that as long as no Default shall have -------- ------- occurred and be continuing, and to the extent that there is an amount in excess of $1,000,000 in the Letter of Credit Collateral Account at the end of any Business Day after taking into account applications of funds, if any, from the Letter of Credit Collateral Account made pursuant to Section 6.02(c), the Paying Agent will, at the written request of the Borrower, from time to time invest amounts on deposit in the Letter of Credit Collateral Account in such instruments described in clause (b), (c) or (d) of the definition of the term "Permitted Investments" in Section 1.01 as the Borrower may select and the Paying Agent may approve (the "Eligible Securities"); provided further that in ------------------- -------- ------- order to provide the Paying Agent with a perfected security interest therein, each investment in Eligible Securities shall be evidenced by negotiable certificates or instruments, of which the Paying Agent shall take physical possession. If the Borrower shall have the right to have amounts on deposit in the Letter of Credit Collateral Account invested by the Paying Agent, but shall have failed to request the Paying Agent to invest such amounts, the Paying Agent will endeavor to invest such amounts in such Eligible Securities as the Paying Agent shall select. Any interest received by the Paying Agent in respect of Eligible Securities shall be credited against the Letter of Credit Obligations. Non-interest proceeds from Eligible Securities that are not invested or reinvested in Eligible Securities as provided above shall be deposited and held in cash in the Letter of Credit Collateral Account under the sole dominion and control of the Paying Agent. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.02. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Paying Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or and otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, the obligations of ----- ------ the Borrower now or hereafter existing under any other unpaid Obligations then due and payable of the Loan Documents, against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Paying Agent shall elect. The Paying Agent agrees promptly to notify the Borrower after any such set-off and application made by the Paying Agent, provided that the failure to give such notice -------- shall not affect the validity of such set-off and application. The rights of the Administrative Paying Agent under this Section 3.4 6.02(f) are in addition to any other rights and remedies which any Lender (including other rights of set-off) that the Paying Agent may have. (ii) The Administrative Paying Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time, and the Paying Agent may, without notice except as specified below, sell the Letter of Credit Collateral or any part thereof in one or more parcels at public or private sale, at any of the Paying Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Paying Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Paying Agent shall not be obligated to make any sale of Letter of Credit Collateral or any part thereof, regardless of notice of sale having been given. The Paying Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (iii) Any cash held in the Letter of Credit Collateral Account, and all cash proceeds received by the Paying Agent in respect of any sale of, collection from or other realization upon all or any part of the Letter of Credit Collateral Account may, in the discretion of the Paying Agent, then or at any time thereafter be applied (after payment of any amounts payable pursuant to Section 8.03) in whole or in part by the Paying Agent for the ratable benefit of the Lenders against all or any part of the obligations of the Borrower now or hereafter existing under any of the Loan Documents in such order as the Paying Agent may elect. (g) The Administrative Paying Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Paying Agent accords its own property, it being understood that, assuming such treatment, that the Administrative Paying Agent shall not have any responsibility or liability (i) for ascertaining or taking action with respect thereto. to calls, conversions, exchanges, maturities, tenders or other matters relative to any Eligible Securities, whether or not the Paying Agent has or is deemed to have knowledge of such matters, (ivii) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing for taking any necessary steps to the Lenders paid in full, and all Letters of Credit returned preserve rights against any parties with respect to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned Collateral, (iii) for the collection of any proceeds from Eligible Securities, (iv) by reason of any invalidity, lack of value or uncollectability of any of the payments received by the Paying Agent from obligors with respect to Eligible Securities, or (v) for any loss resulting from investments made pursuant to Section 6.02(d), except to the Borrower extent such loss was attributable to the Paying Agent's gross negligence or wilful misconduct in complying with Section 6.02(d), or (vi) in connection with any investments made pursuant to Section 6.02(d) without a written request from the applicable Qualified Borrower. Absent , or any failure by the Paying Agent to make any such cure or written waiver, any investment. (h) Any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations obligations of the Borrower or the applicable Qualified Borrower hereunder under this Agreement and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent may, and upon the demand of the Required Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall (provided that upon the occurrence of any Event of Default it described in Section 6.1(f) or 6.1(g) the Borrower shall automatically be required to), pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent, for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; provided that if no Event of Default shall have occurred and be continuing, any interest, dividends or other earnings received with respect to the Letter of Credit Collateral shall be distributed to Borrower on a monthly basis; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations Obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Sections 6.4(b) and (h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time and from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral, first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York Illinois at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent and the Banks shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or Borrower, and in the applicable Qualified case of Letters of Credit maturing after the Maturity Date, upon the return of any such Letters of Credit, any amount attributable to such Letter of Credit shall be promptly returned to the Borrower. Absent such cure or written waiverwaiver or return, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) IfIf any Event of Default shall have occurred and be continuing, at Lender may, whether in addition to taking any time and from time to timeof the actions described in this Section 6 or otherwise, if any Letter Letters of Credit shall have been issued hereunder issued, make demand upon any Borrower to, and the same shall expire on a date after the Revolving Credit Termination Dateforthwith upon such demand Borrowers will, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, Lender in same day funds at the Administrative AgentLender’s office designated in such demand, for deposit in a special non-interest bearing cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agentoffice of Lender, an amount equal to the amount of the Letter of Credit Obligations, Exposure from time to time in existence. The Letter of Credit Collateral Account shall be in the applicable currencyname of Lender (as a cash collateral account), and under the Letters sole dominion and control of Lender exercised in good faith (with sole right of withdrawal) and subject to the terms of this Agreement and the other Loan Documents. On each drawing under a Letter of Credit. Interest , Lender shall accrue seek reimbursement from any amounts then on deposit in the Letter of Credit Collateral Account at a rate equal to the rate Account; however, if (a) no amounts are then on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account deposit in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing (b) the Letter of Credit Collateral Account; (ii) all notes, certificates of amount then on deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account is insufficient to pay the amount of such drawing, or (c) Lender is legally prevented or restrained from immediately applying amounts on deposit in the Letter of Credit Collateral Account, then the amount of each unreimbursed drawing under such Letter of Credit and payment required to be made under this Section 6.6 shall automatically be converted into a Revolving Loan made on the date of such drawing for so long as an Event all purposes of Default has occurred and is continuing, funds then held this Agreement. To the extent that Lender applies amounts on deposit in the Letter of Credit Collateral Account to as provided in this Section 6.6, and, thereafter, such application (or any portion thereof) is rescinded or any amount so applied must otherwise be returned by Lender upon the payment insolvency, bankruptcy or reorganization of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the a Borrower or otherwise, then the applicable Qualified Borrower amount so rescinded or returned shall have any right to withdraw any automatically be converted into a Revolving Loan made on the date of the funds held in the Letter such drawing for all purposes of Credit Collateral Accountthis Agreement. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the occurrence and during the continuation thereof, the Administrative Agent may, and if requested by the Required Revolving Credit Termination DateBanks the Administrative Agent shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Agent, on behalf of the LendersRevolving Credit Banks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the LendersRevolving Credit Banks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit; provided that if an Event of Default described in Section 6.1(f) or (g) has occurred and is continuing, such obligation of the Borrower to deliver such amounts to the Cash Collateral Account shall become automatically due and payable without presentment, demand, protest or other notices or requirements of any kind, all of which are hereby expressly waived by the Borrower. The Borrower shall also deposit amounts into the Letter of Credit Collateral Account in accordance with Section 9.8(c)(ii). Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Revolving Credit Banks a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Revolving Credit Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Revolving Credit Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, with the consent of the Required Revolving Credit Banks, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Revolving Credit Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as (x) all Events of Default have been cured or waived in writing, writing and (y) all fees and expenses, if any, owing cash collateral (or the appropriate portion thereof) provided to reduce the Lenders paid in full, and all Letters Fronting Banks’ exposure to any Defaulting Lender’s Letter of Credit returned Usage pursuant to Section 9.8(c)(ii) shall no longer be required to be held as cash collateral pursuant to this Section 6.4 as a result of (x) the Issuing Bankselimination or reduction of the applicable exposure to a Defaulting Lender’s Letter of Credit Usage (including by the termination of the Defaulting Lender status of such Bank) or (y) the Administrative Agent’s determination that there exists excess cash collateral, all amounts (or excess portion thereof) remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower; provided that the Borrower or the and each applicable Qualified BorrowerFronting Bank may agree to continue to hold cash collateral to support future anticipated exposure to a Defaulting Lender’s Letter of Credit Usage. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Maturity Date and cancellation or return of all Letters of Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same shall expire on a date after the Revolving Credit Termination Date, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Revolving Credit Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Revolving Credit Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Revolving Credit Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Revolving Credit Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuing, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Revolving Credit Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same shall expire on a date after Upon the Revolving Credit Termination Date, then, on the Revolving Credit Termination DateDate and as required by Section 2.12, the Borrower or the applicable Qualified Borrower Borrowers shall pay to the Revolving and LC Administrative Agent, on behalf of the Lenders, Agent in same day immediately available funds at the Revolving and LC Administrative Agent’s office designated referred to in such demandSection 11.8, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Revolver Cash Collateral Account in accordance with Section 11.2 and Section 14.25(c2.22(b). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants an amount equal to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit 105% of the Lenders a lien on and a security interest in, the following collateral (the “sum of all outstanding Revolving Letter of Credit Collateral”): Obligations (i) the or such lesser amount as is required to cash collateralize Revolving Letter of Credit Collateral AccountObligations under Section 2.12, all cash deposited therein as applicable). The Revolving and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the LC Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to applymay, from time to time after funds are deposited in the Letter any Cash Collateral Account with respect to Letters of Credit Collateral Account (and for so long as while an Event of Default has occurred and is continuingcontinuing or after the acceleration of the Loans), apply funds then held in the Letter of Credit such Cash Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, amounts as shall have become or shall become due and payable by the Borrower Borrowers to the Revolving Issuers or Revolving Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Revolving Letter of Credit Collateral Account. (f) Obligations. The Borrower Revolving and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose LC Administrative Agent shall promptly give written notice of any interest such application; provided, however, that the failure to give such written notice shall not invalidate any such application. Upon the LC Facility Termination Date and as required by Section 2.12, the Borrowers shall pay to the Revolving and LC Administrative Agent in immediately available funds at the Revolving and LC Administrative Agent’s office referred to in Section 11.8, for deposit in the LC Facility Cash Collateral Account in accordance with Section 2.22(b), an amount equal to 105% of the sum of all outstanding LC Facility Letter of Credit Collateral Obligations (or (ii) create or permit such lesser amount as is required to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the cash collateralize LC Facility Letter of Credit CollateralObligations under Section 2.12, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred as applicable). The Revolving and be continuing: (i) The LC Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or time after funds are deposited in any part of first, (x) amounts previously drawn on any Letter Cash Collateral Account with respect to Letters of Credit that have not been reimbursed by (and while an Event of Default has occurred and is continuing or after the Borrower and (y) any Letter of Credit Obligations described in clause (ii) acceleration of the definition thereof that are Loans), apply funds then held in such Cash Collateral Account to the payment of any amounts as shall have become or shall become due and payable and second, any other unpaid Obligations then due and payable against by the Letter of Credit Collateral Account Borrowers to the LC Facility Issuers or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, LC Facility Lenders in respect of the LC Facility Letter of Credit Collateral Account, in addition to the other rights Obligations. The Revolving and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The LC Administrative Agent shall be deemed promptly give written notice of any such application; provided, however, that the failure to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming give such treatment, the Administrative Agent written notice shall not have invalidate any responsibility or liability with respect theretosuch application. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent, after consultation with the Banks, may, and upon the demand of the Required Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit Collateral Account”") to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “"Letter of Credit Collateral”"): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Acceleration Event in respect of this Agreement shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation of any Acceleration Event in respect of this Agreement, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of CreditCredit (less any amounts then held in the Collateral Account under the Collateral Trust Agreement to secure obligations in respect of the Letters of Credit pursuant to Section 3.5 of the Collateral Trust Agreement). Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations Obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Acceleration Event of Default has occurred and is in continuing, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Acceleration Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any Any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent may, and upon the demand of the Majority Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of Borrower for the benefit of the Administrative Agent (on behalf of the LendersBanks) and under its the Administrative Agent’s sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral, provided that if no Event of Default shall have occurred and be continuing, any interest, dividends and other earnings received with respect to the Letter of Credit Collateral shall be distributed to Borrower on a monthly basis; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral, first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York Illinois at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or Borrower, and in the applicable Qualified case of Letters of Credit maturing after the Maturity Date, upon the return of any such Letters of Credit, any amount attributable to such Letter of Credit shall be promptly returned to the Borrower. Absent such cure or written waiverwaiver or return, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent, after consultation with the Lenders, may, and upon the demand of the Required Lenders shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Agent, on behalf of the Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, Outstandings (taking into account any amounts then on deposit in the applicable currency, Letter of Credit Collateral Account) under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 8.4(h) or Section 2.6.7 hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.48.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable payable, in such order as the Administrative Agent shall elect against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 8.4 are in addition to any rights and remedies which any Lender may have.; and (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations (including without limitation all Letter of the Borrower or the applicable Qualified Borrower Credit Outstandings) hereunder and under any other Loan Document after the Revolving Credit Termination Date termination or expiration of all of the Commitments shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and an Event of Default shall have occurred and be continuing, provided that Borrower had not prior thereto made a deposit with respect to the same shall expire on a date after the Revolving applicable Letter of Credit Termination Datepursuant to Section 2.8(c) hereof, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Agent may, and upon the demand of the Majority Lenders shall, whether in addition to the taking by the Agent of any of the actions described in Section 7.1 or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral Cash Collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, LC Exposure under the Letters of Credit, provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.1(g) or (h). The Borrower shall also deposit in the Letter of Credit Collateral Account any amounts required under Section 2.8(c), Section 2.8(j) and/or Section 2.11(a)(v). Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Credit Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit, except as otherwise provided herein with respect to Defaulting Lenders. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 7.2(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.47.2. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, discretion without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) to amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations LC Exposure described in clause (ii) of the definition thereof that are is then due and payable and second, to any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 7.2 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At Except in the case of a deposit made pursuant to Section 2.8(c), Section 2.8(j) and/or Section 2.11(a)(v) hereof, at such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Credit Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus. Any deposit made pursuant to Section 2.8(c) shall either be applied in reimbursement of any amount funded pursuant to a draw on the applicable Letter of Credit, or promptly returned to the Borrower in the event of the termination or cancellation of such Letter of Credit without a draw having been made thereon so long as no Default or Event of Default shall then exist hereunder.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter Letters of Credit shall have been issued by any Issuing Bank hereunder and (i) a Default shall have occurred and be continuing, (ii) the same Borrower shall expire on have given notice of prepayment in whole under Section 2.10 of all Advances or shall have prepaid in whole all Advances, (iii) the latest Termination Date shall have occurred or (iv) if at any time, as a result of prepayments pursuant to Section 2.10, the latest Termination Date shall be a date after not more than 30 days following the Revolving Credit Termination Dateexpiration of any Letter of Credit, then, on upon the Revolving Credit Termination Dateoccurrence of any of the events described in clauses (i) through (iv) above, the Administrative Agent may, and upon the request of any Issuing Bank or of the Required Lenders shall, whether in addition to the taking by the Administrative Agent of any of the actions described in Article VI or otherwise, make demand upon the Borrower or to, and forthwith upon such demand the applicable Qualified Borrower shall will, pay to the Administrative Agent, on behalf Agent for its benefit and the ratable benefit of the Lenders, Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its the sole dominion and control of the Administrative Agent for the benefit of the Administrative Agent and the ratable benefit of the Lenders at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or hereby pledges and assigns to the applicable Qualified Borrower hereby pledgesAdministrative Agent for its benefit and the ratable benefit of the Lenders, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein therein, and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all Eligible Securities (as defined below) from time to time held by the Administrative Agent and all certificates and instruments from time to time representing or evidencing Eligible Securities; (iii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iiiiv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (ivv) to the extent not covered by the above clausesclauses (i) through (iv) above, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become or shall become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.02(h); provided, however, that as long as no Default shall have occurred and be continuing, and to the extent that there is an amount in excess of $1,000,000 in the Letter of Credit Collateral Account at the end of any Business Day after taking into account applications of funds, if any, from the Letter of Credit Collateral Account made pursuant to Section 6.02(c), the Administrative Agent will, at the written request of the Borrower, from time to time invest amounts on deposit in the Letter of Credit Collateral Account in such instruments described in clause (b), (c) or (d) of the definition of the term “Permitted Investments” in Section 1.01 as the Borrower may select and the Administrative Agent may approve (the “Eligible Securities”); provided further that in order to provide the Administrative Agent with a perfected security interest therein, each investment in Eligible Securities shall be evidenced by negotiable certificates or instruments, of which the Administrative Agent shall take physical possession. If the Borrower shall have the right to have amounts on deposit in the Letter of Credit Collateral Account invested by the Administrative Agent, but shall have failed to request the Administrative Agent to invest such amounts, the Administrative Agent will endeavor to invest such amounts in such Eligible Securities as the Administrative Agent shall select. Any interest received by the Administrative Agent in respect of Eligible Securities shall be credited against the Letter of Credit Obligations. Non-interest proceeds from Eligible Securities that are not invested or reinvested in Eligible Securities as provided above shall be deposited and held in cash in the Letter of Credit Collateral Account under the sole dominion and control of the Administrative Agent. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.02. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or and otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, the obligations of the Borrower now or hereafter existing under any other unpaid Obligations then due and payable of the Loan Documents, against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The Administrative Agent agrees promptly to notify the Borrower after any such set-off and application made by the Administrative Agent, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent under this Section 3.4 6.02(f) are in addition to any other rights and remedies which any Lender (including other rights of set-off) that the Administrative Agent may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time, and the Administrative Agent may, without notice except as specified below, sell the Letter of Credit Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Letter of Credit Collateral or any part thereof, regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (iii) Any cash held in the Letter of Credit Collateral Account, and all cash proceeds received by the Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Letter of Credit Collateral Account may, in the discretion of the Administrative Agent, then or at any time thereafter be applied (after payment of any amounts payable pursuant to Section 8.03) in whole or in part by the Administrative Agent for the ratable benefit of the Lenders against all or any part of the obligations of the Borrower now or hereafter existing under any of the Loan Documents in such order as the Administrative Agent may elect. (g) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, that the Administrative Agent shall not have any responsibility or liability (i) for ascertaining or taking action with respect thereto. to calls, conversions, exchanges, maturities, tenders or other matters relative to any Eligible Securities, whether or not the Administrative Agent has or is deemed to have knowledge of such matters, (ivii) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing for taking any necessary steps to the Lenders paid in full, and all Letters of Credit returned preserve rights against any parties with respect to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned Collateral, (iii) for the collection of any proceeds from Eligible Securities, (iv) by reason of any invalidity, lack of value or uncollectability of any of the payments received by the Administrative Agent from obligors with respect to Eligible Securities, or (v) for any loss resulting from investments made pursuant to Section 6.02(d), except to the Borrower extent such loss was attributable to the Administrative Agent’s gross negligence or willful misconduct in complying with Section 6.02(d), or (vi) in connection with any investments made pursuant to Section 6.02(d) without a written request from the applicable Qualified Borrower. Absent , or any failure by the Administrative Agent to make any such cure or written waiverinvestment, any provided that it acts in a reasonably prudent manner. (h) Any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations obligations of the Borrower or the applicable Qualified Borrower hereunder under this Agreement and under any other Loan Document after the Revolving Credit latest Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) IfIf any Event of Default shall have occurred and be continuing, at Bank may, whether in addition to taking any time and from time to timeof the actions described in Section 13.1 or otherwise, if any Letter Letters of Credit shall have been issued hereunder issued, make demand upon Borrower to, and the same shall expire on a date after the Revolving Credit Termination Dateforthwith upon such demand Borrower will, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, Bank in same day funds at the Administrative AgentBank’s office designated in such demand, for deposit in a special non-interest bearing cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agentoffice of Bank, an amount equal to the amount of the Letter of Credit Obligations, Exposure from time to time in existence. The Letter of Credit Collateral Account shall be in the applicable currencyname of Bank (as a cash collateral account), and under the Letters sole dominion and control of Bank exercised in good faith (with sole right of withdrawal) and subject to the terms of this Agreement and the other Loan Documents. On each drawing under a Letter of Credit. Interest , Bank shall accrue seek reimbursement from any amounts then on deposit in the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledgesAccount; however, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): if (i) no amounts are then on deposit in the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of the amount then on deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account is insufficient to pay the amount of such drawing, or (iii) Bank is legally prevented or restrained from immediately applying amounts on deposit in the Letter of Credit Collateral Account, then the amount of each unreimbursed drawing under such Letter of Credit and payment required to be made under this Section 13.3 shall automatically be converted into a Loan made on the date of such drawing for so long as an Event all purposes of Default has occurred and is continuing, funds then held this Agreement. To the extent that Bank applies amounts on deposit in the Letter of Credit Collateral Account to as provided in this Section 13.3, and, thereafter, such application (or any portion thereof) is rescinded or any amount so applied must otherwise be returned by Bank upon the payment insolvency, bankruptcy or reorganization of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or otherwise, then the applicable Qualified Borrower amount so rescinded or returned shall have any right to withdraw any automatically be converted into a Loan made on the date of the funds held in the Letter such drawing for all purposes of Credit Collateral Accountthis Agreement. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent, after consultation with the Lenders, may, and upon the demand of the Required Lenders shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within five (5) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Agent, on behalf of the Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, Outstandings (taking into account any amounts then on deposit in the applicable currency, Letter of Credit Collateral Account) under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 8.4(h) or Section 2.6.6 hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.48.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable payable, in such order as the Administrative Agent shall elect against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 8.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations (including without limitation all Letter of the Borrower or the applicable Qualified Borrower Credit Outstandings) hereunder and under any other Loan Document after the Revolving Credit Termination Date termination or expiration of all of the Commitments shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation of any Event of Default, the Administrative Agent, after consultation with the Banks, may, and upon the demand of the Required Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower (although no such demand shall be required if an Event of Default pursuant to Sections 6.1(f) or (g) shall occur) to, and forthwith upon such demand (but in any event within ten (10) days after such demand) (or automatically without such demand upon the applicable Qualified occurrence of an Event of Default pursuant to Sections 6.1(f) or (g)) the Borrower shall pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations Obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is in continuing, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account (unless deposited pursuant to Section 2.19), shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and an Event of Default shall have occurred and be continuing, provided that Borrower had not prior thereto made a deposit with respect to the same shall expire on a date after the Revolving applicable Letter of Credit Termination Datepursuant to Section 2.8(c) hereof, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Agent may, and upon the demand of the Majority Lenders shall, whether in addition to the taking by the Agent of any of the actions described in Section 7.1 or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, in same day funds at the Administrative Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit Collateral Account”") to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, LC Exposure under the Letters of Credit, provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.1(g) or (h). The Borrower shall also deposit in the Letter of Credit Collateral Account any amounts required under Section 2.8(c). Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “"Letter of Credit Collateral”"): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Credit Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Lender to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 7.2(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.47.2. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, discretion without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) to amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations LC Exposure described in clause (ii) of the definition thereof that are is then due and payable and second, to any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 7.2 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State Commonwealth of New York Pennsylvania at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At Except in the case of a deposit made pursuant to Section 2.8(c) hereof, at such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Credit Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus. Any deposit made pursuant to Section 2.8(c) shall either be applied in reimbursement of any amount funded pursuant to a draw on the applicable Letter of Credit, or promptly returned to the Borrower in the event of the termination or cancellation of such Letter of Credit without a draw having been made thereon so long as no Default or Event of Default shall then exist hereunder.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent, after consultation with the Banks, may, and upon the demand of the Majority Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; provided that, if no Event of Default has occurred and is continuing, any interest, dividends or other earnings received with respect to the Letter of Credit Collateral shall be distributed to Borrower on a monthly basis; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Sections 6.4(b) and (h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or Borrower, and, in the applicable Qualified case of Letters of Credit maturing after the Maturity Date, upon the return of any such Letter of Credit, any amount attributable to such Letter of Credit shall be promptly returned to the Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and the same a Guarantor Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent, after consultation with the Banks, may, and upon the demand of the Majority Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon each Borrower or the applicable Qualified for whom a Letter of Credit was issued, and forthwith upon such demand (but in any event within ten (10) days after such demand), each such Borrower shall pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of CreditCredit issued for the account of such Borrower. If, at any time and from time to time, any Letter of Credit shall have been issued hereunder for the account of any Borrower and a Borrower Event of Default shall have occurred and be continuing with respect to such Borrower, then, upon the occurrence and during the continuation thereof, the Administrative Agent, after consultation with the Banks, may, and upon the demand of the Majority Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon such defaulting Borrower for whom a Letter of Credit was issued, and forthwith upon such demand (but in any event within ten (10) days after such demand), such defaulting Borrower shall pay to the Administrative Agent, on behalf of the Banks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the Letter of Credit Collateral Account, an amount equal to the amount of the Letter of Credit Usage under such Letters of Credit issued for the account of such defaulting Borrower. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c)Prime Rate. (b) The Borrower or the applicable Qualified Each Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash of such Borrower deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the such Borrower in substitution for or in respect of any or all of the then existing Letter of Credit CollateralCollateral of such Borrower; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit CollateralCollateral of such Borrower; provided that, if no Event of Default has occurred and is continuing, any interest, dividends or other earnings received with respect to the Letter of Credit Collateral shall be distributed to Borrower on a monthly basis; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the such Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Each Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds of such Borrower are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds of such Borrower then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the such Borrower to the Lenders Banks in respect of the Letters of CreditCredit issued for the account of such Borrower. (ed) Neither the Borrower nor the applicable Qualified a Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified such Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Sections 6.7(b) and (h) hereof. (fe) The Each Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral of such Borrower or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit CollateralCollateral of such Borrower, except for the security interest created by this Section 3.46.7. (gf) If any Event of Default shall have occurred and be continuing: (i) The With respect to any Guarantor Event of Default, the Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower Credit Parties except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral of any Borrower first, (x) amounts previously drawn on any Letter of Credit issued for the account of such Borrower that have not been reimbursed by the applicable Borrower and (y) any Letter of Credit Obligations Usage of such Borrower described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against payable, in such order as the Administrative Agent shall elect. With respect to any Borrower Event of Default relating to any Borrower, the Administrative Agent may, in its sole discretion, without notice to the Credit Parties except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral Account or of such Borrower first, (x) amounts previously drawn on any part thereofLetter of Credit issued for the account of such Borrower that have not been reimbursed by such Borrower and (y) any Letter of Credit Usage of such Borrower described in clause (ii) of the definition thereof that are then due and payable from such Borrower and second, any other unpaid Obligations of such Borrower then due and payable, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.7 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters amounts of Credit returned to the Issuing Banks, all amounts any Borrower remaining in the Letter of Credit Collateral Account shall be promptly returned to such Borrower and, in the Borrower or case of Letters of Credit maturing after the applicable Qualified Maturity Date, upon the return of any such Letter of Credit, any amount attributable to such Letter of Credit shall be promptly returned to the Borrower. Absent such cure or written waiver, any surplus of the funds of any Borrower held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified such Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified such Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation of any Event of Default, the Administrative Agent, after consultation with the Banks, may, and upon the demand of the Required Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower (although no such demand shall be required if an Event of Default pursuant to Sections 6.1(f) or (g) shall occur) to, and forthwith upon such demand (but in any event within ten (10) days after such demand) (or automatically without such demand upon the applicable Qualified occurrence of an Event of Default pursuant to Sections 6.1(f) or (g)) the Borrower shall shall, pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit Collateral Account”") to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “"Letter of Credit Collateral”"): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is in continuing, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter If an Event of Credit Default shall have been issued hereunder occurred and the same shall expire on a date after the Revolving Credit Termination Date, then, on the Revolving Credit Termination Datebe continuing, the Borrower Administrative Agent may, and upon the request of Requisite Lenders shall, whether in addition to the taking by the Administrative Agent of any of the actions described in Section 11.2 or otherwise, make demand upon the applicable Qualified Borrower shall Borrowers and Guarantors to, and forthwith upon such demand such Person(s) will, pay to the Administrative AgentAgent at its Lending Office, on behalf for its benefit and the ratable benefit of the Lenders, in immediately available (same day day) funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) Account to be maintained in for the name benefit of the Administrative Agent (on behalf and the ratable benefit of the Lenders) and under its sole dominion and control Lenders at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit ObligationsLiabilities; provided, however, that in lieu of the applicable currencycreation of such Collateral Account, under or the continuation of such Collateral Account if already created, the Borrowers and Guarantors may provide the Lenders with a letter of credit issued by a commercial bank acceptable to the Lenders in an amount equal to the stated amount of the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 Borrowers and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower Guarantors hereby pledges, assigns pledge and grants assign to the Administrative Agent, as for its benefit and the ratable benefit of the Lenders, and grant to the Administrative Agent for its benefit and the ratable benefit of the Lenders Lenders, a lien on and a security interest in, in the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and therein, all notes, certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) Account and all notes, certificates of deposit interest and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interestearnings thereon, dividendsadditions thereto, cash, instruments substitutions therefor and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) thereof. The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder Obligations. . The Borrowers and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower Guarantors hereby authorizes authorize the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become or shall become due and payable by the Borrower Borrowers and Guarantors to the Lenders in respect of the Letters Letter of Credit. (e) Credit Liabilities and thereafter to the satisfaction of the other Obligations. . Neither the Borrower nor the applicable Qualified Borrower Borrowers and Guarantors nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower Borrowers and Guarantors shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (f) , except as provided in Section 11.3.8; provided, however, that with the consent of the Administrative Agent, and to the extent that there is an amount in excess of $50,000 in the Collateral Account at the end of any Business Day after taking into account applications of funds, if any, from the Collateral Account made pursuant to Section 11.3.8, the Administrative Agent may, at the written request of the Borrowers and Guarantors, from time to time invest amounts on deposit in the Collateral Account in Cash Equivalents; provided, further that in order to provide the Administrative Agent with a perfected security interest therein, each investment in Cash Equivalents shall be evidenced by negotiable certificates or instruments of which the Administrative Agent shall take physical possession. If the Borrowers and Guarantors shall have the right to have any amounts on deposit in the Collateral Account invested by the Administrative Agent, but shall have failed to request the Administrative Agent to invest such amounts, the Administrative Agent will endeavor to invest such amounts in such Cash Equivalents as the Administrative Agent shall select; provided, however, that in order to provide the Administrative Agent with a perfected security interest therein, each such investment in Cash Equivalents shall be evidenced by negotiable certificates or instruments of which the Administrative Agent shall take physical possession. Any interest or other proceeds received by the Administrative Agent in respect of Cash Equivalents that are not invested or reinvested in Cash Equivalents as provided above shall be deposited and held in cash in the Collateral Account under the sole dominion and control of the Administrative Agent and shall be applied as provided in Section 11.3.3. . The Borrower Borrowers and the applicable Qualified Borrower each agrees Guarantors agree that it they will not (ia) sell or otherwise dispose of any interest in the Letter of Credit Collateral Account or (iib) create or permit to exist any lien, security interest or other charge or encumbrance upon Lien on or with respect to any of the Letter of Credit Collateral, Collateral Account or the funds on deposit therein except for the security interest created by this Section 3.411.3. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Borrower Lead Agent may, whether in addition to the taking by the Lead Agent of any of the actions described in this Article or otherwise, make a demand upon the applicable Qualified Borrower shall Borrowers to, and forthwith upon such demand (but in any event within ten (10) days after such demand), the Borrowers and/or CarrAmerica LP shall, pay to the Administrative Lead Agent, on behalf of the LendersBanks, in same day funds at the Administrative Lead Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit Collateral Account”") to be maintained in the name of the Administrative Lead Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Lead Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower Borrowers and CarrAmerica LP hereby pledgespledge, assigns assign and grants grant to the Administrative Lead Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “"Letter of Credit Collateral”"): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Lead Agent for or on behalf of the either Borrower or CarrAmerica LP in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower Borrowers and CarrAmerica LP now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower Borrowers and CarrAmerica LP hereby authorize the applicable Qualified Borrower hereby authorizes the Administrative Lead Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Lead Agent may elect, as shall have become due and payable by the Borrower Borrowers and CarrAmerica LP to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower Borrower, CarrAmerica LP nor any Person claiming or acting on behalf of or through the either Borrower or the applicable Qualified Borrower CarrAmerica LP shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Each Borrower and the applicable Qualified Borrower each CarrAmerica LP agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Lead Agent may, in its sole discretion, without notice to the Borrower Borrowers or the applicable Qualified Borrower CarrAmerica LP except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower Borrowers or CarrAmerica LP and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Lead Agent shall elect. The rights of the Administrative Lead Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Lead Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Lead Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Lead Agent accords its own property, it being understood that, assuming such treatment, the Administrative Lead Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified BorrowerBorrowers. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower Borrowers and CarrAmerica LP hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower Borrowers or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and Upon the same shall expire on a date after the Revolving Credit Termination Date, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, Agent in same day immediately available funds at the Administrative Agent’s 's office designated specified in such demandthe Notes, for deposit in a special cash collateral account (the “Letter of Credit Cash Collateral Account”) to Account be maintained with and in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control Secured Parties at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the all outstanding Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or Following the applicable Qualified Borrower hereby pledges, assigns and grants to Termination Date the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if anymay, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuing, apply funds then held in the Letter of Credit Cash Collateral Account to the payment of any amountsof the Obligations, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (fc) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Cash Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time, and the Agent may, without notice except as specified below, sell the Cash Collateral Account or any part thereof in one or more sales, at public or private sale, at any of the Agent's offices or elsewhere, for cash, or credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of the Cash Collateral Account, regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (iiid) The Administrative Agent shall be deemed to have exercised reasonable care Any cash held in the custody and preservation of the Letter of Credit Cash Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in fullAccount, and all cash proceeds received by the Agent in respect of any sale of, collection from or other realization upon all or any part of the Cash Collateral Account, may, in the discretion of the Agent, then or at any time thereafter be applied (after all payments provided for in Section 8.3(c), the expiration of all outstanding Letters of Credit returned to and the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.109

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent may (and shall, at the request of any of the Fronting Banks), whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Administra tive Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit Collateral Account”") to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or In connection with the applicable Qualified foregoing, the Borrower hereby pledges, assigns and grants to the Administrative Administra tive Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “"Letter of Credit Collateral”"): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing fore going Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation preserva- tion of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and Upon the same shall expire on a date after the Revolving Credit Termination Date, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, Agent in same day immediately available funds at the Administrative Agent’s office designated in such demand's office, for deposit in a special non-interest-bearing cash collateral account (the “Letter of Credit "L/C Cash Collateral Account”") to be maintained with and in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control Lenders at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the all Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c)Outstandings. (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative AgentAgent a Lien on all of its right, as Administrative Agent for its benefit title and interest in and to all funds held in the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit L/C Cash Collateral Account, all cash deposited therein and all certificates and instruments, if any, Account from time to time representing or evidencing time, and all proceeds thereof, as security for the Letter payment of Credit Collateral Account; (ii) all notes, certificates of deposit amounts due and other instruments to become due from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by Lenders and the above clauses, all proceeds of any or all of the foregoing Letter of Credit CollateralIssuing Lender. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to applymay, from time to time after funds are deposited in the Letter of Credit L/C Cash Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, apply funds then held in the Letter of Credit L/C Cash Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become or shall become due and payable by the Borrower to the Issuing Lender or Lenders in respect of the Letters Letter of CreditCredit Outstandings. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit L/C Cash Collateral Account. (f) . The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit L/C Cash Collateral Account or any funds held therein or (ii) create or permit to exist any lien, security interest or other charge or encumbrance Lien upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit L/C Cash Collateral Account or any part thereoffunds held therein, except as provided in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under or contemplated by this Section 3.4 are in addition to any rights and remedies which any Lender may haveAgreement. (iie) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit L/C Cash Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) , and the Administrative Agent may, without notice except as specified below, sell the L/C Cash Collateral Account or any part thereof in one or more sales, at public or private sale, at any of the Administrative Agent's offices or elsewhere, for cash, or credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be deemed obligated to have exercised reasonable care make any sale of the L/C Cash Collateral Account, regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (f) Any cash held in the custody L/C Cash Collateral Account, and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which all cash proceeds received by the Administrative Agent accords its own propertyin respect of any sale of, it being understood thatcollection from or other realization upon all or any part of the L/C Cash Collateral Account, assuming may, in the discretion of the Administrative Agent, then or at any time thereafter be applied (after all payments provided for in Section 8.3(c), the expiration of all outstanding Letters of Credit and the payment of any amounts payable pursuant to Section 10.4) in whole or in part by the Administrative Agent against all or any part of the other Obligations in such treatment, order as the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrowerelect. Absent such cure or written waiver, any Any surplus of such cash or cash proceeds held by the funds held in the Letter of Credit Collateral Account Administrative Agent and remaining after the indefeasible cash payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly over to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and the same a Guarantor Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, after consultation with the Lenders, may, and upon the demand of the Majority Lenders shall, whether in addition to the taking by Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon each Borrower for whom a Letter of Credit was issued, and forthwith upon such demand (but in any event within ten days after such demand), each such Borrower shall deliver to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of CreditCredit issued for the account of such Bxxxxxxx. If, at any time and from time to time, any Letter of Credit shall have been issued hereunder for the account of any Borrower and a Borrower Event of Default shall have occurred and be continuing with respect to such Borrower, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, may, and upon the demand of the Majority Lenders shall, whether in addition to the taking by Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon such defaulting Borrower for whom a Letter of Credit was issued, and forthwith upon such demand (but in any event within ten days after such demand), such defaulting Borrower shall deliver to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, in same day funds at Administrative Agent’s office designated in such demand, for deposit in the Letter of Credit Collateral Account, an amount equal to the amount of the Letter of Credit Usage under such Letters of Credit issued for the account of such defaulting Borrower. In addition, if any Letter of Credit shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and a Lender is at such time a Defaulting Lender, Borrower shall, within one Business Day of delivery of written notice thereof by Administrative Agent, deliver to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, in same day funds at Administrative Agent’s office designated in such demand, for deposit in the Letter of Credit Collateral Account, an amount equal to such Defaulting Lender’s Pro Rata Share (after giving effect to Section 9.15(d) and any cash collateral provided by the Defaulting Lender or retained pursuant to Section 9.15(b)) of the amount of the Letter of Credit Usage under such Letters of Credit issued for the account of such Borrower. If a Borrower is required to provide an amount of cash collateral pursuant to this Section 6.7 as a result of a Lender being a Defaulting Lender, such cash collateral shall be released and promptly returned to such Borrower from time to time to the extent the amount deposited shall exceed the Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage or if such Lender ceases to be a Defaulting Lender. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c)Prime Rate. (b) The Borrower or the applicable Qualified Each Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Lenders, a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash of such Borrower deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the such Borrower in substitution for or in respect of any or all of the then existing Letter of Credit CollateralCollateral of such Borrower; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit CollateralCollateral of such Borrower; provided that, if no Event of Default has occurred and is continuing, any interest, dividends or other earnings received with respect to the Letter of Credit Collateral shall be distributed to Borrower on a monthly basis; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the such Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Each Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds of such Borrower are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds of such Borrower then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the such Borrower to the Lenders in respect of the Letters of CreditCredit issued for the account of such Borrower. (ed) Neither the Borrower nor the applicable Qualified a Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified such Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Sections 6.7(a) and (h) hereof. (fe) The Each Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral of such Borrower or (ii) create or permit to exist any lienLien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit CollateralCollateral of such Borrower, except for the security interest created by this Section 3.46.7. (gf) If any Event of Default shall have occurred and be continuing: (i) The With respect to any Guarantor Event of Default, Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower Loan Parties except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral of any Borrower first, (x) to amounts previously drawn on any Letter of Credit issued for the account of such Borrower that have not been reimbursed by the applicable Borrower and (y) to any Letter of Credit Obligations Usage of such Bxxxxxxx described in clause (ii) of the definition thereof that are then due and payable and second, to any other unpaid Obligations then due and payable against payable, in such order as Administrative Agent shall elect. With respect to any Borrower Event of Default relating to any Borrower, Administrative Agent may, in its sole discretion, without notice to the Loan Parties except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral Account or of such Borrower first, (x) to amounts previously drawn on any part thereofLetter of Credit issued for the account of such Borrower that have not been reimbursed by such Borrower and (y) to any Letter of Credit Usage of such Bxxxxxxx described in clause (ii) of the definition thereof that are then due and payable from such Borrower and second, to any other unpaid Obligations of such Borrower then due and payable, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.7 are in addition to any rights and remedies which that any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters amounts of Credit returned to the Issuing Banks, all amounts any Borrower remaining in the Letter of Credit Collateral Account shall be promptly returned to such Borrower and, in the Borrower or case of Letters of Credit maturing after the Maturity Date, upon the return of any such Letter of Credit, any amount attributable to such Letter of Credit shall be promptly returned to the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds of any Borrower held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified such Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified such Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and Upon the same shall expire on a date after the Revolving Credit Termination Date, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified US Borrower shall pay to the Administrative Agent, on behalf of the Lenders, Agent in same day immediately available funds at the Administrative Agent’s office designated in such demand's office, for deposit in a special non-interest-bearing cash collateral account (the “Letter of Credit "L/C Cash Collateral Account”") to be maintained with and in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control Lenders at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the all Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c)Outstandings. (b) The Borrower or the applicable Qualified US Borrower hereby pledges, assigns and grants to the Administrative AgentAgent a Lien on all of its right, as Administrative Agent for its benefit title and interest in and to all funds held in the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit L/C Cash Collateral Account, all cash deposited therein and all certificates and instruments, if any, Account from time to time representing or evidencing time, and all proceeds thereof, as security for the Letter payment of Credit Collateral Account; (ii) all notes, certificates of deposit amounts due and other instruments to become due from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the US Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by Lenders and the above clauses, all proceeds of any or all of the foregoing Letter of Credit CollateralIssuing Lender. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to applymay, from time to time after funds are deposited in the Letter of Credit L/C Cash Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, apply funds then held in the Letter of Credit L/C Cash Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become or shall become due and payable by the US Borrower to the Issuing Lender or Lenders in respect of the Letters Letter of CreditCredit Outstandings. (ed) Neither the Borrower nor the applicable Qualified US Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified US Borrower shall have any right to withdraw any of the funds held in the Letter of Credit L/C Cash Collateral Account. (f) . The US Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit L/C Cash Collateral Account or any funds held therein or (ii) create or permit to exist any lien, security interest or other charge or encumbrance Lien upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit L/C Cash Collateral Account or any part thereoffunds held therein, except as provided in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under or contemplated by this Section 3.4 are in addition to any rights and remedies which any Lender may haveAgreement. (iie) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit L/C Cash Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) , and the Administrative Agent may, without notice except as specified below, sell the L/C Cash Collateral Account or any part thereof in one or more sales, at public or private sale, at any of the Administrative Agent's offices or elsewhere, for cash, or credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The US Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the US Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be deemed obligated to have exercised reasonable care make any sale of the L/C Cash Collateral Account, regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (f) Any cash held in the custody L/C Cash Collateral Account, and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which all cash proceeds received by the Administrative Agent accords its own propertyin respect of any sale of, it being understood thatcollection from or other realization upon all or any part of the L/C Cash Collateral Account, assuming may, in the discretion of the Administrative Agent, then or at any time thereafter be applied (after all payments provided for in Section 8.3(c), the expiration of all outstanding Letters of Credit and the payment of any amounts payable pursuant to Section 10.4) in whole or in part by the Administrative Agent against all or any part of the other Obligations in such treatment, order as the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrowerelect. Absent such cure or written waiver, any Any surplus of such cash or cash proceeds held by the funds held in the Letter of Credit Collateral Account Administrative Agent and remaining after the indefeasible cash payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly over to the Borrower or the applicable Qualified US Borrower or to whomsoever may be lawfully entitled to receive such surplus.. -100- 108 ARTICLE IX

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Documentation Agent may, whether in addition to the taking by the Documentation Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Documentation Agent, on behalf of the LendersBanks, in same day funds at the Administrative Documentation Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit Collateral Account”") to be maintained in the name of the Administrative Documentation Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Documentation Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Documentation Agent, as Administrative Agent agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “"Letter of Credit Collateral”"): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; ; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent or the Documentation Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; ; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Documentation Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Documentation Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: : (i) The Administrative Documentation Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Documentation Agent shall elect. The rights of the Administrative Documentation Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same shall expire on a date after On the Revolving Credit Termination Date, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified each Borrower shall pay to the Administrative Agent, on behalf of the Lenders, Agent in same day immediately available funds at the Administrative Agent’s office designated in such demandPayment Office, for deposit in a special non–interest–bearing cash collateral account (the “Letter of Credit L/C Cash Collateral Account”) to be maintained with and in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control Secured Parties at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the all outstanding Letter of Credit Obligations, in the applicable currency, under the Letters Obligations of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c)such Borrower. (b) The Borrower or the applicable Qualified Each Borrower hereby pledges, assigns and grants to the Administrative AgentAgent a Lien on all of its right, as Administrative Agent for its benefit title and interest in and to all funds held in the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit L/C Cash Collateral Account, all cash deposited therein and all certificates and instruments, if any, Account from time to time representing or evidencing time, and all proceeds thereof, as security for the Letter payment of Credit Collateral Account; (ii) all notes, certificates of deposit amounts due and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) become due to the extent not covered by Lenders and Issuers under the above clauses, all proceeds of any or all of the foregoing Letter of Credit CollateralLoan Documents. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to applymay, from time to time after the occurrence and during the continuance of any Event of Default, and may at any time after funds are deposited in the Letter of Credit L/C Cash Collateral Account and for so long as an Event of Default has occurred and is continuingpursuant to Section 2.7, apply funds then held in the Letter of Credit L/C Cash Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become or shall become due and payable by the Borrower to the Issuers or Lenders in respect of the Letters Letter of CreditCredit Obligations. (ed) Neither the No Borrower nor the applicable Qualified Borrower nor or any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified any Borrower shall have any right to withdraw any of the funds held in the Letter of Credit L/C Cash Collateral Account. (fe) The Each Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit L/C Cash Collateral Account or any funds held therein or (ii) create or permit to exist any lien, security interest or other charge or encumbrance Lien upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit L/C Cash Collateral Account or any part thereoffunds held therein, except as provided in such order as or contemplated by this Agreement or the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may haveCollateral Documents. (iif) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit L/C Cash Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time, and the Agent may, without notice except as specified below, sell the L/C Cash Collateral Account or any part thereof in one or more sales, at public or private sale, at any of the Agent’s offices or elsewhere, for cash, or credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. Each Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of the L/C Cash Collateral Account, regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care Any cash held in the custody and preservation of the Letter of Credit L/C Cash Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in fullAccount, and all cash proceeds received by the Agent in respect of any sale of, collection from or other realization upon all or any part of the L/C Cash Collateral Account, may, in the discretion of the Agent, then or at any time thereafter be applied (after all payments provided for in Section 8.4(c), the expiration of all outstanding Letters of Credit returned and the payment of any amounts payable pursuant to Section 10.4) in whole or in part by the Agent against all or any part of the other Obligations in such order as the Agent shall elect, provided that cash deposited by Dutch Operating Co. or U.K. Operating Co. shall only be applied to their respective Guarantied Obligations or to the Issuing BanksDutch Operating Co. Obligations or U.K. Operating Co. Obligations, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrowerrespectively. Absent such cure or written waiver, any Any surplus of such cash or cash proceeds held by the funds held in the Letter of Credit Collateral Account Agent and remaining after the indefeasible cash payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly over to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Borrower Administrative Agent, after consultation with the Banks, may, and upon the demand of the Required Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the applicable Qualified Borrower shall Credit Parties to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the Credit Parties shall, pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower Credit Parties hereby pledgespledge, assigns assign and grants grant to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks, a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower Credit Parties in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower Credit Parties now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower Credit Parties hereby authorizes authorize the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.the

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and the same a Guarantor Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, after consultation with the Lenders, may, and upon the demand of the Majority Lenders shall, whether in addition to the taking by Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon each Borrower for whom a Letter of Credit was issued, and forthwith upon such demand (but in any event within ten days after such demand), each such Borrower shall deliver to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of CreditCredit issued for the account of such Borrower. If, at any time and from time to time, any Letter of Credit shall have been issued hereunder for the account of any Borrower and a Borrower Event of Default shall have occurred and be continuing with respect to such Borrower, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, may, and upon the demand of the Majority Lenders shall, whether in addition to the taking by Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon such defaulting Borrower for whom a Letter of Credit was issued, and forthwith upon such demand (but in any event within ten days after such demand), such defaulting Borrower shall deliver to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, in same day funds at Administrative Agent’s office designated in such demand, for deposit in the Letter of Credit Collateral Account, an amount equal to the amount of the Letter of Credit Usage under such Letters of Credit issued for the account of such defaulting Borrower. In addition, if any Letter of Credit shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and a Lender is at such time a Defaulting Lender, Borrower shall, within one Business Day of delivery of written notice thereof by Administrative Agent, deliver to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, in same day funds at Administrative Agent’s office designated in such demand, for deposit in the Letter of Credit Collateral Account, an amount equal to such Defaulting Lender’s Pro Rata Share (after giving effect to Section 9.15(d) and any cash collateral provided by the Defaulting Lender or retained pursuant to Section 9.15(b)) of the amount of the Letter of Credit Usage under such Letters of Credit issued for the account of such Borrower. If a Borrower is required to provide an amount of cash collateral pursuant to this Section 6.7 as a result of a Lender being a Defaulting Lender, such cash collateral shall be released and promptly returned to such Borrower from time to time to the extent the amount deposited shall exceed the Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage or if such Lender ceases to be a Defaulting Lender. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c)Prime Rate. (ba) The Borrower or the applicable Qualified Each Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Lenders, a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash of such Borrower deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the such Borrower in substitution for or in respect of any or all of the then existing Letter of Credit CollateralCollateral of such Borrower; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit CollateralCollateral of such Borrower; provided that, if no Event of Default has occurred and is continuing, any interest, dividends or other earnings received with respect to the Letter of Credit Collateral shall be distributed to Borrower on a monthly basis; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the such Borrower now or hereafter existing hereunder and under any other Loan Document. (db) The Borrower and the applicable Qualified Each Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds of such Borrower are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds of such Borrower then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the such Borrower to the Lenders in respect of the Letters of CreditCredit issued for the account of such Borrower. (ec) Neither the Borrower nor the applicable Qualified a Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified such Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Sections 6.7(a) and (h) hereof. (fd) The Each Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral of such Borrower or (ii) create or permit to exist any lienLien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit CollateralCollateral of such Borrower, except for the security interest created by this Section 3.46.7. (ge) If any Event of Default shall have occurred and be continuing: (i) The With respect to any Guarantor Event of Default, Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower Loan Parties except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral of any Borrower first, (x) to amounts previously drawn on any Letter of Credit issued for the account of such Borrower that have not been reimbursed by the applicable Borrower and (y) to any Letter of Credit Obligations Usage of such Borrower described in clause (ii) of the definition thereof that are then due and payable and second, to any other unpaid Obligations then due and payable against payable, in such order as Administrative Agent shall elect. With respect to any Borrower Event of Default relating to any Borrower, Administrative Agent may, in its sole discretion, without notice to the Loan Parties except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral Account or of such Borrower first, (x) to amounts previously drawn on any part thereofLetter of Credit issued for the account of such Borrower that have not been reimbursed by such Borrower and (y) to any Letter of Credit Usage of such Borrower described in clause (ii) of the definition thereof that are then due and payable from such Borrower and second, to any other unpaid Obligations of such Borrower then due and payable, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.7 are in addition to any rights and remedies which that any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiif) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivg) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters amounts of Credit returned to the Issuing Banks, all amounts any Borrower remaining in the Letter of Credit Collateral Account shall be promptly returned to such Borrower and, in the Borrower or case of Letters of Credit maturing after the Maturity Date, upon the return of any such Letter of Credit, any amount attributable to such Letter of Credit shall be promptly returned to the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds of any Borrower held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified such Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified such Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) IfIf any Event of Default shall have occurred and be continuing, at any time and the Agent may, from time to time, irrespective of whether it is taking any Letter of Credit shall have been issued hereunder and the same shall expire on a date after the Revolving Credit Termination Dateactions described in Section 8.2 or otherwise, then, on the Revolving Credit Termination Date, make demand upon the Borrower or to, and forthwith upon such demand the applicable Qualified Borrower shall will, pay to the Administrative Agent, Agent on behalf of the Lenders, Lender Parties in same day funds at the Administrative Agent’s office designated in such demand's office, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”Account #40688567) to be maintained in the name of the Administrative Agent on bexxxx xx the Secured Parties at Citibank (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent"L/C Cash Collateral Account"), an amount equal to the amount of the all outstanding Letter of Credit Obligations. In the Agent's discretion, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit L/C Cash Collateral Account at may be an interest or a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c)non-interest bearing account. (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien Lien on and a security interest in, all of its right, title and interest in and to the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit L/C Cash Collateral Account, all cash deposited therein and all certificates and instruments, if any, funds held in the L/C Cash Collateral Account from time to time representing or evidencing and all proceeds thereof, as security for the Letter payment of Credit Collateral Account; (ii) all notes, certificates of deposit amounts due and other instruments to become due from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by Secured Parties under the above clauses, all proceeds of any or all of the foregoing Letter of Credit CollateralLoan Documents. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to applyshall, from time to time after funds are deposited in the Letter of Credit L/C Cash Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, apply funds then held in the Letter of Credit L/C Cash Collateral Account to the Issuer for the payment of any amounts, Reimbursement Obligations owing to it and then in such order as the Administrative Agent may electshall determine, as shall have become or shall become due and payable by the Borrower to the Lenders Secured Parties in respect of the Letters of CreditObligations. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit L/C Cash Collateral Account. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit L/C Cash Collateral Account or any funds held therein or (ii) create or permit to exist any lien, security interest or other charge or encumbrance Lien upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit L/C Cash Collateral Account or any part thereoffunds held therein, except as provided in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under or contemplated by this Section 3.4 are in addition to any rights and remedies which any Lender may haveAgreement. (iif) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit L/C Cash Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code UCC in effect in the State of New York at that time, and the Agent may, without notice except as specified below, sell the L/C Cash Collateral Account or any part thereof in one or more parcels at public or private sale, at any of the Agent's offices or elsewhere, for cash, or credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of the L/C Cash Collateral Account, regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care Any cash held in the custody and preservation of the Letter of Credit L/C Cash Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in fullAccount, and all cash proceeds received by the Agent in respect of any sale of, collection from or other realization upon all or any part of the L/C Cash Collateral Account, may, in the discretion of the Agent, then or at any time thereafter be applied (after the expiration of all outstanding Letters of Credit returned and the payment of any amounts payable pursuant to Sections 8.3(c) and 10.4) in whole or in part by the Issuing Banks, Agent against all amounts remaining or any part of the Obligations now or hereafter existing under any of the Loan Documents in such order as the Letter of Credit Collateral Account Agent shall be promptly returned to the Borrower or the applicable Qualified Borrowerelect. Absent such cure or written waiver, any Any surplus of such cash or cash proceeds held by the funds held in the Letter of Credit Collateral Account Agent and remaining after the indefeasible cash payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly over to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Borrower Lead Agent may, whether in addition to the taking by the Lead Agent of any of the actions described in this Article or otherwise, make a demand upon the applicable Qualified Borrower shall Borrowers to, and forthwith upon such demand (but in any event within ten (10) days after such demand), the Borrowers and/or CarrAmerica LP shall, pay to the Administrative Lead Agent, on behalf of the LendersBanks, in same day funds at the Administrative Lead Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit Collateral Account”") to be maintained in the name of the Administrative Lead Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Lead Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight over night funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower Borrowers and CarrAmerica LP hereby pledgespledge, assigns assign and grants grant to the Administrative Lead Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “"Letter of Credit Collateral”"): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Lead Agent for or on behalf of the either Borrower or CarrAmerica LP in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower Borrowers and CarrAmerica LP now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower Borrowers and CarrAmerica LP hereby authorize the applicable Qualified Borrower hereby authorizes the Administrative Lead Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Lead Agent may elect, as shall have become due and payable by the Borrower Borrowers and CarrAmerica LP to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower Borrower, CarrAmerica LP nor any Person claiming or acting on behalf of or through the either Borrower or the applicable Qualified Borrower CarrAmerica LP shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Each Borrower and the applicable Qualified Borrower each CarrAmerica LP agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Lead Agent may, in its sole discretion, without notice to the Borrower Borrowers or the applicable Qualified Borrower CarrAmerica LP except as required by law and at any time from time to time, charge, set off or otherwise other wise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower Borrowers or CarrAmerica LP and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Lead Agent shall elect. The rights of the Administrative Lead Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Lead Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Lead Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Lead Agent accords its own property, it being understood that, assuming such treatment, the Administrative Lead Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified BorrowerBorrowers. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower Borrowers and CarrAmerica LP hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower Borrowers or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent may, and if requested by the Required Banks the Administrative Agent shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit; provided that if an Event of Default described in Section 6.1(f) or (g) has occurred and is continuing, such obligation of the Borrower to deliver such amounts to the Cash Collateral Account shall become automatically due and payable without presentment, demand, protest or other notices or requirements of any kind, all of which are hereby expressly waived by the Borrower. The Borrower shall also deposit amounts into the Letter of Credit Collateral Account in accordance with Section 9.8(c)(ii). Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (ba) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (db) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ec) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fd) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (ge) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiif) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivg) At such time as (x) all Events of Default have been cured or waived in writing, writing and (y) all fees and expenses, if any, owing cash collateral (or the appropriate portion thereof) provided to reduce the Lenders paid in full, and all Letters Fronting Bank's exposure to any Defaulting Lender's Letter of Credit returned Usage pursuant to Section 9.8(c)(ii) shall no longer be required to be held as cash collateral pursuant to this Section 6.4 as a result of (x) the Issuing Bankselimination or reduction of the applicable exposure to a Defaulting Lender's Letter of Credit Usage (including by the termination of the Defaulting Lender status of such Bank) or (y) the Administrative Agent's determination that there exists excess cash collateral, all amounts (or excess portion thereof) remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower; provided that the Borrower or and the applicable Qualified BorrowerFronting Bank may agree to continue to hold cash collateral to support future anticipated exposure to a Defaulting Lender's Letter of Credit Usage. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Maturity Date and cancellation or return of all Letters of Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Lead Agent may, whether in addition to the taking by the Lead Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower to, and forthwith upon such demand (but in any event within ten (10) days after such demand), the Borrower or the applicable Qualified Borrower shall shall, pay to the Administrative Lead Agent, on behalf of the LendersBanks, in same day funds at the Administrative Lead Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit Collateral Account”") to be maintained in the name of the Administrative Lead Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Lead Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Lead Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “"Letter of Credit Collateral”"): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Lead Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Lead Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Lead Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Lead Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Lead Agent shall elect. The rights of the Administrative Lead Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Lead Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Lead Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Lead Agent accords its own property, it being understood that, assuming such treatment, the Administrative Lead Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at --------------------------------------- any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Lead Agent may, whether in addition to the taking by the Lead Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Lead Agent, on behalf of the LendersBanks, in same day funds at the Administrative Lead Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit Collateral Account”") ----------------------------------- to be maintained in the name of the Administrative Lead Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Lead Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Lead Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien 109 on and a security interest in, the following collateral (the “"Letter of --------- Credit Collateral”):"): ----------------- (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Lead Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Lead Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Lead Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Lead Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) ----- amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the ------ Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Lead Agent shall elect. The rights of the Administrative Lead Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Lead Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a 111 secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Lead Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Lead Agent accords its own property, it being understood that, assuming such treatment, the Administrative Lead Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any --------------------------------------- time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Lead Agent may, whether in addition to the taking by the Lead Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Lead Agent, on behalf of the LendersBanks, in same day funds at the Administrative Lead Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit Collateral Account”") ----------------------------------- to be maintained in the name of the Administrative Lead Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Lead Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Lead Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “"Letter of Credit ---------------- Collateral”):"): ---------- (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Lead Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; andand or all of the foregoing Letter of Credit Collateral. (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuing, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, Administrative Agent may, and at the direction or election of the Required Lenders shall, whether in addition to the taking by Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon Borrower or the applicable Qualified to, and forthwith upon such demand (but in any event within ten (10) days after such demand) Borrower shall shall, pay to the Administrative Agent, on behalf of the Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in this Section 9.10. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.49.10. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 9.10 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York Texas at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus. (i) Notwithstanding anything contained herein to the contrary, from and after an Event of Default, to the extent proceeds are received by Administrative Agent, such proceeds will be distributed to Lenders pro rata in accordance with their Aggregate Loan Percentages.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter Letters of Credit shall have been issued by any Issuing Bank hereunder and (i) a Default shall have occurred and be continuing, (ii) the same Borrower shall expire on have given notice of prepayment in whole under Section 2.09 of all Advances or shall have prepaid in whole all Advances, (iii) the Termination Date shall have occurred or (iv) if at any time, as a result of prepayments pursuant to Section 2.09, the Termination Date shall be a date after not more than 30 days following the Revolving Credit Termination Dateexpiration of any Letter of Credit, then, on upon the Revolving Credit Termination Dateoccurrence of any of the events described in clauses (i) through (iv) above, the Administrative Agents may, and upon the request of any Issuing Bank or of the Required Lenders shall, whether in addition to the taking by the Administrative Agents of any of the actions described in Article VI or otherwise, make demand upon the Borrower or to, and forthwith upon such demand the applicable Qualified Borrower shall will, pay to the Administrative Agent, on behalf Paying Agent for its benefit and the ratable benefit of the Lenders, Lenders in same day funds at the Administrative Paying Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit Collateral --------------------------- Account”") to be maintained in the name of the Administrative Paying Agent (on behalf of and ------- under the Lenders) and under its sole dominion and control of the Paying Agent for the benefit of the Paying Agent and the ratable benefit of the Lenders at such place as shall be designated by the Administrative Paying Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or hereby pledges and assigns to the applicable Qualified Borrower hereby pledgesPaying Agent for its benefit and the ratable benefit of the Lenders, assigns and grants to the Administrative Agent, as Administrative Paying Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “"Letter of Credit ---------------- Collateral”):"): ---------- (i) the Letter of Credit Collateral Account, all cash deposited therein therein, and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; ; (ii) all notes, Eligible Securities (as defined below) from time to time held by the Paying Agent and all certificates of deposit and other instruments from time to time hereafter delivered to representing or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateralevidencing Eligible Securities; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuing, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same shall expire on a date after the Revolving Credit Termination Date, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Revolving Credit Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Revolving Credit Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currencyDollars, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Revolving Credit Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan DocumentDocument to which such Letter of Credit Collateral may be applied pursuant to this Section 3.4. (d) The Borrower Notwithstanding anything to the contrary contained in this Agreement, Letter of Credit Collateral provided under any of this Section 3.4 or Sections 11.2 or 14.25(c) in respect of Letters of Credit shall be held and applied to the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit satisfaction of the Lenders specific Letter of Credit Obligations, obligations to applyfund participations therein (including, from time as to time after funds are deposited in Letter of Credit Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Letter of Credit Collateral Account and was so provided, prior to any other application of such property as may otherwise be provided for so long as an Event of Default has occurred and is continuing, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Creditherein. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and the same a Guarantor Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent, after consultation with the Banks, may, and upon the demand of the Required Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon each Borrower or the applicable Qualified for whom a Letter of Credit was issued, and forthwith upon such demand (but in any event within ten (10) days after such demand), each such Borrower shall pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit Collateral Account”") to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of CreditCredit issued for the account of such Borrower. If, at any time and from time to time, any Letter of Credit shall have been issued hereunder for the account of any Borrower and a Borrower Event of Default shall have occurred and be continuing with respect to such Borrower, then, upon the occurrence and during the continuation thereof, the Administrative Agent, after consultation with the Banks, may, and upon the demand of the Required Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon such defaulting Borrower for whom a Letter of Credit was issued, and forthwith upon such demand (but in any event within ten (10) days after such demand), such defaulting Borrower shall pay to the Administrative Agent, on behalf of the Banks, in same day funds at the Administrative Agent's office designated in such demand, for deposit in the Letter of Credit Collateral Account, an amount equal to the amount of the Letter of Credit Usage under such Letters of Credit issued for the account of such defaulting Borrower. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c)Prime Rate. (b) The Borrower or the applicable Qualified Each Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “"Letter of Credit Collateral”"): (i) the Letter of Credit Collateral Account, all cash of such Borrower deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the such Borrower in substitution for or in respect of any or all of the then existing Letter of Credit CollateralCollateral of such Borrower; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit CollateralCollateral of such Borrower; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the such Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Each Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds of such Borrower are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds of such Borrower then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the such Borrower to the Lenders Banks in respect of the Letters of CreditCredit issued for the account of such Borrower. (ed) Neither the Borrower nor the applicable Qualified a Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified such Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.7(h) hereof. (fe) The Each Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral of such Borrower or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit CollateralCollateral of such Borrower, except for the security interest created by this Section 3.46.7. (gf) If any Event of Default shall have occurred and be continuing: (i) The With respect to any Guarantor Event of Default, the Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower Credit Parties except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral of any Borrower first, (x) amounts previously drawn on any Letter of Credit issued for the account of such Borrower that have not been reimbursed by the applicable Borrower and (y) any Letter of Credit Obligations Usage of such Borrower described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against payable, in such order as the Administrative Agent shall elect. With respect to any Borrower Event of Default relating to any Borrower, the Administrative Agent may, in its sole discretion, without notice to the Credit Parties except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral Account or of such Borrower first, (x) amounts previously drawn on any part thereofLetter of Credit issued for the account of such Borrower that have not been reimbursed by such Borrower and (y) any Letter of Credit Usage of such Borrower described in clause (ii) of the definition thereof that are then due and payable from such Borrower and second, any other unpaid Obligations of such Borrower then due and payable, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.7 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters amounts of Credit returned to the Issuing Banks, all amounts any Borrower remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified such Borrower. Absent such cure or written waiver, any surplus of the funds of any Borrower held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified such Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified such Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same shall expire on a date after On the Revolving Credit Termination Date, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified Borrower each Operating Company shall pay to the Administrative Agent, on behalf of the Lenders, Agent in same day immediately available funds at the Administrative Agent’s office designated in such demand's Payment Office, for deposit in a special non-interest-bearing cash collateral account (the “Letter of Credit "L/C Cash Collateral Account”") to be maintained with and in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control Secured Parties at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the all outstanding Letter of Credit Obligations, in the applicable currency, under the Letters Obligations of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c)such Operating Company. (b) The Borrower or the applicable Qualified Borrower Each Operating Company hereby pledges, assigns and grants to the Administrative AgentAgent a Lien on all of its right, as Administrative Agent for its benefit title and interest in and to all funds held in the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit L/C Cash Collateral Account, all cash deposited therein and all certificates and instruments, if any, Account from time to time representing or evidencing time, and all proceeds thereof, as security for the Letter payment of Credit Collateral Account; (ii) all notes, certificates of deposit amounts due and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) become due to the extent not covered by Lenders and Issuers under the above clauses, all proceeds of any or all of the foregoing Letter of Credit CollateralLoan Documents. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to applymay, from time to time after the occurrence of any Event of Default, and may at any time after funds are deposited in the Letter of Credit L/C Cash Collateral Account and for so long as an Event of Default has occurred and is continuingpursuant to Section 2.7, apply funds then held in the Letter of Credit L/C Cash Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become or shall become due and payable by the Borrower to the Issuers or Lenders in respect of the Letters Letter of CreditCredit Obligations. (ed) Neither the Borrower nor the applicable Qualified Borrower nor No Operating Company or any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower any Operating Company shall have any right to withdraw any of the funds held in the Letter of Credit L/C Cash Collateral Account. (fe) The Borrower and the applicable Qualified Borrower each Each Operating Company agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit L/C Cash Collateral Account or any funds held therein or (ii) create or permit to exist any lien, security interest or other charge or encumbrance Lien upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit L/C Cash Collateral Account or any part thereoffunds held therein, except as provided in such order as or contemplated by this Agreement or the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may haveCollateral Documents. (iif) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit L/C Cash Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time, and the Agent may, without notice except as specified below, sell the L/C Cash Collateral Account or any part thereof in one or more sales, at public or private sale, at any of the Agent's offices or elsewhere, for cash, or credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. Each Operating Company agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to such Operating Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of the L/C Cash Collateral Account, regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care Any cash held in the custody and preservation of the Letter of Credit L/C Cash Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in fullAccount, and all cash proceeds received by the Agent in respect of any sale of, collection from or other realization upon all or any part of the L/C Cash Collateral Account, may, in the discretion of the Agent, then or at any time thereafter be applied (after all payments provided for in Section 8.4(c), the expiration of all outstanding Letters of Credit returned and the payment of any amounts payable pursuant to Section 10.4) in whole or in part by the Agent against all or any part of the other Obligations in such order as the Agent shall elect, provided that cash deposited by Dutch Operating Co. or U.K. Operating Co. shall only be applied to their respective Guarantied Obligations or to the Issuing BanksDutch Operating Co. Obligations or U.K. Operating Co. Obligations, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrowerrespectively. Absent such cure or written waiver, any Any surplus of such cash or cash proceeds held by the funds held in the Letter of Credit Collateral Account Agent and remaining after the indefeasible cash payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly over to the Borrower or the applicable Qualified Borrower Operating Company or to whomsoever may be lawfully entitled to receive such surplus.. 187

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent may, and upon the demand of the Required Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”"LETTER OF CREDIT COLLATERAL ACCOUNT") to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”"LETTER OF CREDIT COLLATERAL"): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of firstFIRST, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and secondSECOND, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York Illinois at that time.. 77 (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) IfIf any Event of Default shall have occurred and be continuing, at Lender may, whether in addition to taking any time and from time to timeof the actions described in this Section 6 or otherwise, if any Letter Letters of Credit shall have been issued hereunder issued, make demand upon Loan Parties to, and the same shall expire on a date after the Revolving Credit Termination Dateforthwith upon such demand Loan Parties will, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, Lender in same day funds at the Administrative AgentLender’s office designated in such demand, for deposit in a special non-interest bearing cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agentoffice of Lender, an amount equal to the amount Letter of Credit Exposure. The Letter of Credit Collateral Account shall be in the name of Lender (as a cash collateral account), and under the sole dominion and control of Lender exercised in good faith (with sole right of withdrawal) and subject to the terms of this Agreement and the other Loan Documents. On each drawing under a Letter of Credit, Lender shall seek reimbursement from any amounts then on deposit in the Letter of Credit ObligationsCollateral Account; however, if (a) no amounts are then on deposit in the applicable currencyLetter of Credit Collateral Account, (b) the amount then on deposit in the Letter of Credit Collateral Account is insufficient to pay the amount of such drawing, or (c) Lender is legally prevented or restrained from immediately applying amounts on deposit in the Letter of Credit Collateral Account, then the amount of each unreimbursed drawing under such Letter of Credit and payment required to be made under this Section 6.5 shall automatically be converted into a Revolving Loan as a Prime Rate Revolving Loan made on the Letters date of Creditsuch drawing for all purposes of this Agreement. Interest To the extent that Lender applies amounts on deposit in the Letter of Credit Collateral Account as provided in this Section 6.5, and, thereafter, such application (or any portion thereof) is rescinded or any amount so applied must otherwise be returned by Lender upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, then the amount so rescinded or returned shall accrue automatically be converted into a Revolving Loan as a Prime Rate Revolving Loan made on the date of such drawing for all purposes of this Agreement. In the event the amount on deposit in the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into any time exceeds the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or Exposure at such time, Lender shall promptly apply the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuing, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect excess amount to any of the Letter of Credit Collateral, except for the security interest created other Obligations then outstanding in any order or method elected by this Section 3.4. (g) If any Lender unless no Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice which case such excess shall be returned to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or a court of competent jurisdiction otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall electdirects. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.--

Actions in Respect of Letters of Credit. (ai) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same shall expire on a date after Upon the Revolving Credit Termination Date, then, on (ii) at any time after the Revolving Credit Termination DateDate when the aggregate funds on deposit in L/C Cash Collateral Accounts shall be less than 105% of the L/C Obligations for all Letters of Credit at such time, (iii) during the Borrower or the applicable Qualified continuance of any Event of Default and (iv) as required by Section 2.12, Borrower shall pay to the Administrative Agent, on behalf of the Lenders, Agent in same day immediately available funds at the Administrative Agent’s 's office designated referred to in such demandSection 12.11, for deposit in a special cash collateral account (L/C Cash Collateral Account, the “Letter amount required so that, after such payment, the aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds 105% of the L/C Obligations for all Letters of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by time Issued for the Administrative Agent, an amount equal account of Borrower (not to the amount of the Letter of Credit Obligationsexceed, in the applicable currencycase of clause (iv) above, under the payment to be applied pursuant to Section 2.12 to provide cash collateral for such Letters of Credit). Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders L/C Issuers and each Lender with a lien on and participation in any Letters of Credit then outstanding, a security interest inin such cash collateral to secure all of the L/C Obligations. Any such cash collateral shall be made available by the Administrative Agent to the L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit, and any fees, charges and expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instrumentsbalance, if any, of such cash collateral shall be returned to Borrower. Borrower shall from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit execute and other instruments from time deliver to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, such further documents and instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuing, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or request with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall electcash collateral. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.ARTICLE X

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter Letters of Credit shall have been issued by any Issuing Bank hereunder and (i) a Default shall have occurred and be continuing, (ii) the same Borrower shall expire on have given notice of prepayment in whole under Section 2.09 of all Advances or shall have prepaid in whole all Advances, (iii) the Termination Date shall have occurred or (iv) if at any time, as a result of prepayments pursuant to Section 2.09, the Termination Date shall be a date after not more than 30 days following the Revolving Credit Termination Dateexpiration of any Letter of Credit, then, on upon the Revolving Credit Termination Dateoccurrence of any of the events described in clauses (i) through (iv) above, the Administrative Agents may, and upon the request of any Issuing Bank or of the Required Lenders shall, whether in addition to the taking by the Administrative Agents of any of the actions described in Article VI or otherwise, make demand upon the Borrower or to, and forthwith upon such demand the applicable Qualified Borrower shall will, pay to the Administrative Agent, on behalf Paying Agent for its benefit and the ratable benefit of the Lenders, Lenders in same day funds at the Administrative Paying Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Paying Agent (on behalf of the Lenders) and under its the sole dominion and control of the Paying Agent for the benefit of the Paying Agent and the ratable benefit of the Lenders at such place as shall be designated by the Administrative Paying Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or hereby pledges and assigns to the applicable Qualified Borrower hereby pledgesPaying Agent for its benefit and the ratable benefit of the Lenders, assigns and grants to the Administrative Agent, as Administrative Paying Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein therein, and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all Eligible Securities (as defined below) from time to time held by the Paying Agent and all certificates and instruments from time to time representing or evidencing Eligible Securities; (iii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Paying Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iiiiv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (ivv) to the extent not covered by the above clausesclauses (i) through (iv) above, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Paying Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Paying Agent may elect, as shall have become or shall become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.02(h); provided, however, that as long as no Default shall have occurred and be continuing, and to the extent that there is an amount in excess of $1,000,000 in the Letter of Credit Collateral Account at the end of any Business Day after taking into account applications of funds, if any, from the Letter of Credit Collateral Account made pursuant to Section 6.02(c), the Paying Agent will, at the written request of the Borrower, from time to time invest amounts on deposit in the Letter of Credit Collateral Account in such instruments described in clause (b), (c) or (d) of the definition of the term “Permitted Investments” in Section 1.01 as the Borrower may select and the Paying Agent may approve (the “Eligible Securities”); provided further that in order to provide the Paying Agent with a perfected security interest therein, each investment in Eligible Securities shall be evidenced by negotiable certificates or instruments, of which the Paying Agent shall take physical possession. If the Borrower shall have the right to have amounts on deposit in the Letter of Credit Collateral Account invested by the Paying Agent, but shall have failed to request the Paying Agent to invest such amounts, the Paying Agent will endeavor to invest such amounts in such Eligible Securities as the Paying Agent shall select. Any interest received by the Paying Agent in respect of Eligible Securities shall be credited against the Letter of Credit Obligations. Non-interest proceeds from Eligible Securities that are not invested or reinvested in Eligible Securities as provided above shall be deposited and held in cash in the Letter of Credit Collateral Account under the sole dominion and control of the Paying Agent. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.02. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Paying Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or and otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, the obligations of the Borrower now or hereafter existing under any other unpaid Obligations then due and payable of the Loan Documents, against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Paying Agent shall elect. The Paying Agent agrees promptly to notify the Borrower after any such set-off and application made by the Paying Agent, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Paying Agent under this Section 3.4 6.02(f) are in addition to any other rights and remedies which any Lender (including other rights of set-off) that the Paying Agent may have. (ii) The Administrative Paying Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time, and the Paying Agent may, without notice except as specified below, sell the Letter of Credit Collateral or any part thereof in one or more parcels at public or private sale, at any of the Paying Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Paying Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Paying Agent shall not be obligated to make any sale of Letter of Credit Collateral or any part thereof, regardless of notice of sale having been given. The Paying Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (iii) Any cash held in the Letter of Credit Collateral Account, and all cash proceeds received by the Paying Agent in respect of any sale of, collection from or other realization upon all or any part of the Letter of Credit Collateral Account may, in the discretion of the Paying Agent, then or at any time thereafter be applied (after payment of any amounts payable pursuant to Section 8.03) in whole or in part by the Paying Agent for the ratable benefit of the Lenders against all or any part of the obligations of the Borrower now or hereafter existing under any of the Loan Documents in such order as the Paying Agent may elect. (g) The Administrative Paying Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Paying Agent accords its own property, it being understood that, assuming such treatment, that the Administrative Paying Agent shall not have any responsibility or liability (i) for ascertaining or taking action with respect thereto. to calls, conversions, exchanges, maturities, tenders or other matters relative to any Eligible Securities, whether or not the Paying Agent has or is deemed to have knowledge of such matters, (ivii) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing for taking any necessary steps to the Lenders paid in full, and all Letters of Credit returned preserve rights against any parties with respect to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned Collateral, (iii) for the collection of any proceeds from Eligible Securities, (iv) by reason of any invalidity, lack of value or uncollectability of any of the payments received by the Paying Agent from obligors with respect to Eligible Securities, or (v) for any loss resulting from investments made pursuant to Section 6.02(d), except to the Borrower extent such loss was attributable to the Paying Agent’s gross negligence or wilful misconduct in complying with Section 6.02(d), or (vi) in connection with any investments made pursuant to Section 6.02(d) without a written request from the applicable Qualified Borrower. Absent , or any failure by the Paying Agent to make any such cure or written waiver, any investment. (h) Any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations obligations of the Borrower or the applicable Qualified Borrower hereunder under this Agreement and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) IfIf any Event of Default shall have occurred and be continuing, at any time and the Agent may, from time to time, irrespective of whether it is taking any Letter of Credit shall have been issued hereunder and the same shall expire on a date after the Revolving Credit Termination Dateactions described in Section 8.2 or otherwise, then, on the Revolving Credit Termination Date, make demand upon the Borrower or to, and forthwith upon such demand the applicable Qualified Borrower shall will, pay to the Administrative Agent, Agent on behalf of the Lenders, Lender Parties in same day funds at the Administrative Agent’s office designated in such demand's office, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”Account #40680000) to be maintained xxintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control Secured Parties at such place as shall be designated by Citibank (the Administrative Agent"L/C Cash Collateral Account"), an amount equal to the amount of the all outstanding Letter of Credit Obligations. In the Agent's discretion, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit L/C Cash Collateral Account at may be an interest or a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c)non-interest bearing account. (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien Lien on and a security interest in, all of its right, title and interest in and to the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit L/C Cash Collateral Account, all cash deposited therein and all certificates and instruments, if any, funds held in the L/C Cash Collateral Account from time to time representing or evidencing and all proceeds thereof, as security for the Letter payment of Credit Collateral Account; (ii) all notes, certificates of deposit amounts due and other instruments to become due from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by Secured Parties under the above clauses, all proceeds of any or all of the foregoing Letter of Credit CollateralLoan Documents. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to applyshall, from time to time after funds are deposited in the Letter of Credit L/C Cash Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, apply funds then held in the Letter of Credit L/C Cash Collateral Account to the Issuer for the payment of any amounts, Reimbursement Obligations owing to it and then in such order as the Administrative Agent may electshall determine, as shall have become or shall become due and payable by the Borrower to the Lenders Secured Parties in respect of the Letters of CreditObligations. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit L/C Cash Collateral Account. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit L/C Cash Collateral Account or any funds held therein or (ii) create or permit to exist any lien, security interest or other charge or encumbrance Lien upon or with respect to the L/C Cash Collateral -92- 102 Account or any of the Letter of Credit Collateralfunds held therein, except for the security interest created as provided in or contemplated by this Section 3.4Agreement. (g) If any Event of Default shall have occurred and be continuing: (if) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit L/C Cash Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code UCC in effect in the State of New York at that time, and the Agent may, without notice except as specified below, sell the L/C Cash Collateral Account or any part thereof in one or more parcels at public or private sale, at any of the Agent's offices or elsewhere, for cash, or credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of the L/C Cash Collateral Account, regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care Any cash held in the custody and preservation of the Letter of Credit L/C Cash Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in fullAccount, and all cash proceeds received by the Agent in respect of any sale of, collection from or other realization upon all or any part of the L/C Cash Collateral Account, may, in the discretion of the Agent, then or at any time thereafter be applied (after the expiration of all outstanding Letters of Credit returned and the payment of any amounts payable pursuant to Sections 8.3(c) and 10.4) in whole or in part by the Issuing Banks, Agent against all amounts remaining or any part of the Obligations now or hereafter existing under any of the Loan Documents in such order as the Letter of Credit Collateral Account Agent shall be promptly returned to the Borrower or the applicable Qualified Borrowerelect. Absent such cure or written waiver, any Any surplus of such cash or cash proceeds held by the funds held in the Letter of Credit Collateral Account Agent and remaining after the indefeasible cash payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly over to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any a Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation there- of, the Agent may, whether in addition to the taking by the Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Agent, on behalf of the Lenders, in same day funds at the Administrative Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit Collateral Account”") to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters any Letter of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “"Letter of Credit Collateral”"): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instrumentsinstru- ments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments instru- ments and other property from time to time received, receivable receiv- able or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit CollateralCollat- eral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 11.3(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security secu- rity interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.411.3. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Lead Agent shall elect. The rights of the Administrative Agent under this Section 3.4 11.3 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided pro- vided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Uni- form Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable rea- sonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility re- sponsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned re- turned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Col- lateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the occurrence and during the continuation thereof, the Administrative Agent may, and if requested by the Required Revolving Credit Termination DateBanks the Administrative Agent shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall shall, pay to the Administrative Agent, on behalf of the LendersRevolving Credit Banks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the LendersRevolving Credit Banks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit; provided that if an Event of Default described in Section 6.1(f) or (g) has occurred and is continuing, such obligation of the Borrower to deliver such amounts to the Letter of Credit Collateral Account shall become automatically due and payable without presentment, demand, protest or other notices or requirements of any kind, all of which are hereby expressly waived by the Borrower. The Borrower shall also deposit amounts into the Letter of Credit Collateral Account in accordance with Section 9.8(c)(ii). Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Revolving Credit Banks a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Revolving Credit Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Revolving Credit Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, with the consent of the Required Revolving Credit Banks, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Revolving Credit Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as (x) all Events of Default have been cured or waived in writing, writing and (y) all fees and expenses, if any, owing cash collateral (or the appropriate portion thereof) provided to reduce the Lenders paid in full, and all Letters Fronting Banks’ exposure to any Defaulting Lender’s Letter of Credit returned Usage pursuant to Section 9.8(c)(ii) shall no longer be required to be held as cash collateral pursuant to this Section 6.4 as a result of (x) the Issuing Bankselimination or reduction of the applicable exposure to a Defaulting Lender’s Letter of Credit Usage (including by the termination of the Defaulting Lender status of such Bank) or (y) the Administrative Agent’s determination that there exists excess cash collateral, all amounts (or excess portion thereof) remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower; provided that the Borrower or the and each applicable Qualified BorrowerFronting Bank may agree to continue to hold cash collateral to support future anticipated exposure to a Defaulting Xxxxxx’s Letter of Credit Usage. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Maturity Date and cancellation or return of all Letters of Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and Upon the same shall expire on a date after the Revolving Credit Termination Date, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, Agent in same day immediately available funds at the Administrative Agent’s 's office designated specified in such demandthe Notes, for deposit in a special cash collateral account (the “Letter of Credit Cash Collateral Account”) to Account be maintained with and in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control Secured Parties at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the all outstanding Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or Following the applicable Qualified Borrower hereby pledges, assigns and grants to Termination Date the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if anymay, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuing, apply funds then held in the Letter of Credit Cash Collateral Account to the payment of any amountsof the Obligations, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (fc) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Cash Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time, and the Agent may, without notice except as specified below, sell the Cash Collateral Account or any part thereof in one or more sales, at public or private sale, at any of the Agent's offices or elsewhere, for cash, or credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of the Cash Collateral Account, regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (iiid) The Administrative Agent shall be deemed to have exercised reasonable care Any cash held in the custody and preservation of the Letter of Credit Cash Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in fullAccount, and all cash proceeds received by the Agent in respect of any sale of, collection from or other realization upon all or any part of the Cash Collateral Account, may, in the discretion of the Agent, then or at any time thereafter be applied (after [all payments provided for in Section 8.3(c),] the expiration of all outstanding Letters of Credit returned and the payment of any amounts payable pursuant to Section 10.4) in whole or in part by the Issuing Banks, Agent against all amounts remaining or any part of the other Obligations in such order as the Letter of Credit Collateral Account Agent shall be promptly returned to the Borrower or the applicable Qualified Borrowerelect. Absent such cure or written waiver, any Any surplus of such cash or cash proceeds held by the funds held in the Letter of Credit Collateral Account Agent and remaining after the indefeasible cash payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly over to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter Letters of Credit shall have been issued by any Issuing Bank hereunder and (i) a Default shall have occurred and be continuing, (ii) the same Borrower shall expire on have given notice of prepayment in whole under Section 2.09 of all Advances or shall have prepaid in whole all Advances, (iii) the Termination Date shall have occurred or (iv) if at any time, as a result of prepayments pursuant to Section 2.09, the Termination Date shall be a date after not more than 30 days following the Revolving Credit Termination Dateexpiration of any Letter of Credit, then, on upon the Revolving Credit Termination Dateoccurrence of any of the events described in clauses (i) through (iv) above, the Administrative Agents may, and upon the request of any Issuing Bank or of the Required Lenders shall, whether in addition to the taking by the Administrative Agents of any of the actions described in Article VI or otherwise, make demand upon the Borrower or to, and forthwith upon such demand the applicable Qualified Borrower shall will, pay to the Administrative Agent, on behalf Paying Agent for its benefit and the ratable benefit of the Lenders, Lenders in same day funds at the Administrative Paying Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”"LETTER OF CREDIT COLLATERAL ACCOUNT") to be maintained in the name of the Administrative Paying Agent (on behalf of the Lenders) and under its the sole dominion and control of the Paying Agent for the benefit of the Paying Agent and the ratable benefit of the Lenders at such place as shall be designated by the Administrative Paying Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or hereby pledges and assigns to the applicable Qualified Borrower hereby pledgesPaying Agent for its benefit and the ratable benefit of the Lenders, assigns and grants to the Administrative Agent, as Administrative Paying Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”"LETTER OF CREDIT COLLATERAL"): (i) the Letter of Credit Collateral Account, all cash deposited therein therein, and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all Eligible Securities (as defined below) from time to time held by the Paying Agent and all certificates and instruments from time to time representing or evidencing Eligible Securities; (iii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Paying Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iiiiv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; andand 38 (ivv) to the extent not covered by the above clausesclauses (i) through (iv) above, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Paying Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Paying Agent may elect, as shall have become or shall become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.02(h); PROVIDED, HOWEVER, that as long as no Default shall have occurred and be continuing, and to the extent that there is an amount in excess of $1,000,000 in the Letter of Credit Collateral Account at the end of any Business Day after taking into account applications of funds, if any, from the Letter of Credit Collateral Account made pursuant to Section 6.02(c), the Paying Agent will, at the written request of the Borrower, from time to time invest amounts on deposit in the Letter of Credit Collateral Account in such instruments described in clause (b), (c) or (d) of the definition of the term "Permitted Investments" in Section 1.01 as the Borrower may select and the Paying Agent may approve (the "ELIGIBLE SECURITIES"); PROVIDED FURTHER that in order to provide the Paying Agent with a perfected security interest therein, each investment in Eligible Securities shall be evidenced by negotiable certificates or instruments, of which the Paying Agent shall take physical possession. If the Borrower shall have the right to have amounts on deposit in the Letter of Credit Collateral Account invested by the Paying Agent, but shall have failed to request the Paying Agent to invest such amounts, the Paying Agent will endeavor to invest such amounts in such Eligible Securities as the Paying Agent shall select. Any interest received by the Paying Agent in respect of Eligible Securities shall be credited against the Letter of Credit Obligations. Non-interest proceeds from Eligible Securities that are not invested or reinvested in Eligible Securities as provided above shall be deposited and held in cash in the Letter of Credit Collateral Account under the sole dominion and control of the Paying Agent. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.02. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Paying Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or and otherwise apply all or any part of firstFIRST, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) and SECOND, the obligations of the definition thereof that are then due and payable and secondBorrower now or hereafter existing under any of the Loan Documents, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Paying Agent shall elect. The Paying Agent agrees promptly to notify the Borrower after any such set-off and application made by the Paying Agent, PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Paying Agent under this Section 3.4 6.02(f) are in addition to any other rights and remedies which any Lender (including other rights of set-off) that the Paying Agent may have. (ii) The Administrative Paying Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time, and the Paying Agent may, without notice except as specified below, sell the Letter of Credit Collateral or any part thereof in one or more parcels at public or private sale, at any of the Paying Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Paying Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Paying Agent shall not be obligated to make any sale of Letter of Credit Collateral or any part thereof, regardless of notice of sale having been given. The Paying Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (iii) Any cash held in the Letter of Credit Collateral Account, and all cash proceeds received by the Paying Agent in respect of any sale of, collection from or other realization upon all or any part of the Letter of Credit Collateral Account may, in the discretion of the Paying Agent, then or at any time thereafter be applied (after payment of any amounts payable pursuant to Section 8.03) in whole or in part by the Paying Agent for the ratable benefit of the Lenders against all or any part of the obligations of the Borrower now or hereafter existing under any of the Loan Documents in such order as the Paying Agent may elect. (g) The Administrative Paying Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Paying Agent accords its own property, it being understood that, assuming such treatment, that the Administrative Paying Agent shall not have any responsibility or liability (i) for ascertaining or taking action with respect thereto. to calls, conversions, exchanges, maturities, tenders or other matters relative to any Eligible Securities, whether or not the Paying Agent has or is deemed to have knowledge of such matters, (ivii) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing for taking any necessary steps to the Lenders paid in full, and all Letters of Credit returned preserve rights against any parties with respect to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned Collateral, (iii) for the collection of any proceeds from Eligible Securities, (iv) by reason of any invalidity, lack of value or uncollectability of any of the payments received by the Paying Agent from obligors with respect to Eligible Securities, or (v) for any loss resulting from investments made pursuant to Section 6.02(d), except to the Borrower extent such loss was attributable to the Paying Agent's gross negligence or wilful misconduct in complying with Section 6.02(d), or (vi) in connection with any investments made pursuant to Section 6.02(d) without a written request from the applicable Qualified Borrower. Absent , or any failure by the Paying Agent to make any such cure or written waiver, any investment. (h) Any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations obligations of the Borrower or the applicable Qualified Borrower hereunder under this Agreement and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, Agent may, whether in addition to the taking by Agent of any of the actions described in this Article 6 or otherwise, make a demand upon Borrower or the applicable Qualified to, and forthwith upon such demand (but in any event within ten (10) days after such demand), Borrower shall shall, pay to the Administrative Agent, on behalf of the Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agentfunds, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest , for deposit in a special cash collateral account (the "LETTER OF CREDIT COLLATERAL ACCOUNT") to be maintained in the name of Agent, for the benefit of the Lenders, under Agent's sole dominion and control, and at such place as shall accrue on be designated by the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c)Agent. (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders Lenders, a lien on and a security interest in, the following collateral (the “Letter "LETTER of Credit Collateral”CREDIT COLLATERAL"): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by Agent or the Administrative Agent Lenders for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Agent in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.6(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.6. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not previously been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations Advances then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent Lender shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code UCC in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations outstanding Advances and Letters of the Borrower or the applicable Qualified Borrower Credit hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at At any time and from time to time, (i) (A) in the case of any Letter of Credit shall have been issued hereunder and the same shall expire on that has a maturity date after the Revolving Credit Scheduled Termination Date, then, upon the date that is on or prior to the Revolving Scheduled Termination Date and (B) in the case of any Letter of Credit that has a maturity date on or prior to the Scheduled Termination Date, upon the Borrower Scheduled Termination Date or (ii) after the applicable Qualified Scheduled Termination Date when the aggregate funds provided to any Agent for cash collateralization of Letters of Credit shall be less than 103% of the Letter of Credit Undrawn Amounts, the U.S. Borrower shall pay to the Administrative Agent, on behalf Agent in immediately available funds and in the currency in which the applicable Letters of the Lenders, in same day funds at the Administrative Agent’s office designated in such demandCredit are denominated, for deposit in a special cash collateral account (Cash Collateral Account, the “amount required so that, after such payment, the aggregate funds on deposit in the Cash Collateral Accounts with respect to Letters of Credit equals or exceeds 103% of the sum of all Letter of Credit Collateral Account”) Undrawn Amounts. In lieu of the cash collateral required by the preceding sentence with respect to be maintained any Letter of Credit, the U.S. Borrower may deliver to an Issuer a “back-to-back” letter of credit issued on behalf of, or for the account of, such Issuer in the name of form and substance satisfactory to the Administrative Agent (on behalf of the Lenders) and under its sole dominion such Issuer, and control at such place as shall be designated issued by a financial institution reasonably satisfactory to the Administrative AgentAgent and such Issuer, an having a face amount equal to the amount 103% of the applicable Letter of Credit Obligations, Undrawn Amounts and in the currency in which the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight fundsare denominated. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to applymay, from time to time after funds are deposited in the Letter of Credit any Cash Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, apply funds then held in the Letter of Credit such Cash Collateral Account to the payment of any amounts, in such order as the Administrative Agent may electaccordance with Section 2.13, as shall have become or shall become due and payable by the U.S. Borrower to the Issuers or Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) Obligations. The Administrative Agent shall be deemed promptly give written notice of any such application; provided, however, that the failure to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming give such treatment, the Administrative Agent written notice shall not have invalidate any responsibility or liability with respect theretosuch application. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. Upon the Revolving Credit Termination Date or as may be required by Section 2.10(c) (aMandatory Prepayments) If, and at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same shall expire on a date after the Revolving Credit Termination Date, then, on Date when the Revolving funds in a Cash Collateral Account shall be less than the Letter of Credit Termination DateObligations, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, Agent in same day immediately available funds at the Administrative Agent’s 's office designated referred to in such demandSection 11.8 (Notices, Etc.), for deposit in a special cash collateral account (the “Letter of Credit Cash Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount 105% of the sum of all outstanding Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to applymay, from time to time after funds are deposited in the Letter of Credit any Cash Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, apply funds then held in the Letter of Credit such Cash Collateral Account to the payment of any amounts, in such order as the Administrative Agent may electaccordance with Section 2.14(g) (Payments and Computations), as shall have become or shall become due and payable by the Borrower to the Issuers or Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition Obligations to the other rights extent that the Loans have been paid in full, the Revolving Commitments have been terminated or permanently reduced to zero and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if 101 Obligations are the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatmentonly remaining Obligations under this Agreement, the Administrative Agent shall not have release from time to time, upon the request of the Borrower, any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining amount in the Cash Collateral Account in excess of 105% of the sum of all outstanding Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified BorrowerObligations at such time. Absent such cure or written waiver, any surplus Net Cash Proceeds of the funds a Reinvestment Event held in the Letter of Credit Cash Collateral Account and remaining after payment in full of all of pursuant to Section 2.10(c)(ii) (Mandatory Prepayments), shall, upon notice to the Obligations of Administrative Agent (i) that the Borrower shall within five Business Days apply such Net Cash Proceeds in accordance with the corresponding Reinvestment Notice or (ii) directing the Administrative Agent to prepay the Term Loans as set forth in Section 2.10(c)(iii) (Mandatory Prepayments), be released in the amount specified in such notice or the applicable Qualified Borrower hereunder and amount of such prepayment. The Administrative Agent shall promptly give written notice of any such application under this Section 9.3; provided, however, that the failure to give such written notice shall not invalidate any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplusapplication.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same shall expire on a date after the Revolving Credit Termination Date, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuing, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative , Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are whether in addition to taking any rights of the actions described in Section 12.1 or otherwise, make demand upon Borrowers to, and remedies which any Lender may have. (ii) The Administrative forthwith upon such demand Borrowers will, pay to Agent may also exercisein same day funds at Agent's office designated in such demand, for deposit in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition an amount equal to the other rights and remedies provided herein or otherwise available Letter of Credit Exposure from time to ittime in existence. On each drawing under a Letter of Credit, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care seek reimbursement from any amounts then on deposit in the custody and preservation of the Letter of Credit Collateral Account; however, if (i) no amounts are then on deposit in the Letter of Credit Collateral is accorded treatment substantially equal to that which Account, (ii) the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining amount then on deposit in the Letter of Credit Collateral Account is insufficient to pay the amount of such drawing, or (iii) Agent is legally prevented or restrained from immediately applying amounts on deposit in the Letter of Credit Collateral Account, then the amount of each unreimbursed drawing under such Letter of Credit and payment required to be made under this Section 12.3 shall automatically be promptly returned to converted into a Revolving Loan made on the Borrower or date of such drawing for all purposes of this Agreement. To the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held extent that Agent applies amounts on deposit in the Letter of Credit Collateral Account and remaining after payment as provided in full this Section 12.3, and, thereafter, such application (or any portion thereof) is rescinded or any amount so applied must otherwise be returned by Agent upon the insolvency, bankruptcy or reorganization of all of the Obligations of the any Borrower or otherwise, then the applicable Qualified Borrower hereunder and under any other amount so rescinded or returned shall automatically be converted into a Revolving Loan Document after made on the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive date of such surplusdrawing for all purposes of this Agreement.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit or Existing Letter of Credit, as applicable, shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent may, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower to, and forthwith upon such demand (but in any event within ten (10) days after such demand), the Borrower or the applicable Qualified Borrower shall shall, pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the “"Letter of Credit ---------------- Collateral Account”") to be maintained in the name of the Administrative Agent ------------------ (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit and Existing Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “"Letter of Credit Collateral”):"): --------------------------- (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit and Existing Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.4(h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will shall not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of ----- Credit or Existing Letter of Credit, as applicable, that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, ------ any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) IfIf any Event of Default shall have occurred and be continuing, at Bank may, whether in addition to taking any time and from time to timeof the actions described in Section 13.1 or otherwise, if any Letter Letters of Credit shall have been issued hereunder issued, make demand upon Borrower to, and the same shall expire on a date after the Revolving Credit Termination Dateforthwith upon such demand Borrower will, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, Bank in same day funds at the Administrative Agent’s Bank's office designated in such demand, for deposit in a special non-interest bearing cash collateral account (the “"Letter of Credit Collateral Account”") to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agentoffice of Bank, an amount equal to the amount of the Letter of Credit Obligations, Exposure from time to time in existence. The Letter of Credit Collateral Account shall be in the applicable currencyname of Bank (as a cash collateral account), and under the Letters sole dominion and control of Bank exercised in good faith (with sole right of withdrawal) and subject to the terms of this Agreement and the other Loan Documents. On each drawing under a Letter of Credit. Interest , Bank shall accrue seek reimbursement from any amounts then on deposit in the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledgesAccount; however, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): if (i) no amounts are then on deposit in the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of the amount then on deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account is insufficient to pay the amount of such drawing, or (iii) Bank is legally prevented or restrained from immediately applying amounts on deposit in the Letter of Credit Collateral Account, then the amount of each unreimbursed drawing under such Letter of Credit and payment required to be made under this Section 13.3 shall automatically be converted into a Loan made on the date of such drawing for so long as an Event all purposes of Default has occurred and is continuing, funds then held this Agreement. To the extent that Bank applies amounts on deposit in the Letter of Credit Collateral Account as provided in this Section 13.3, and, thereafter, such application (or any portion thereof) is rescinded or any amount so applied must otherwise be returned by Bank upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, then the amount so rescinded or returned shall automatically be converted into a Loan made on the date of such drawing for all purposes of this Agreement. 15. Exhibit G-2 to the Financing Agreement is deleted and shall remain intentionally blank, and all references thereto in the Financing Agreement shall be of no further force and effect. 16. Exhibit J to the Financing Agreement is amended in its entirety to read as set forth on Exhibit J attached hereto and by reference made a part hereof. 17. Exhibit T to the Financing Agreement is deleted and shall remain intentionally blank, and all references thereto in the Financing Agreement shall be of no further force and effect. 18. Subject to the provisions of Section 15.17 of the Financing Agreement, Bank acknowledges repayment in full of the Term Loan A Facility and the Capex Term Loan Facility, and all applicable fees or other charges related thereto, and Borrower acknowledges that it shall have no further right to borrow under either such facility. Any references in the Financing Agreement to either such facility shall be of no further force and effect. 19. Borrower hereby agrees to pay Bank a nonrefundable amendment fee in the amount of $37,500.00 (the "Fee") contemporaneously with the execution of this Amendment. 20. Borrower hereby agrees to reimburse Bank upon demand for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by Bank in the preparation, negotiation and execution of this Amendment and any and all other agreements, documents, instruments and/or certificates relating to the amendment of Borrower's existing credit facilities with Bank (collectively, the "Loan Documents"). Borrower further agrees to pay or reimburse Bank for any stamp or other taxes (excluding income or gross receipts taxes) which may be payable with respect to the execution, delivery, filing and/or recording of the Loan Documents. All of the obligations of Borrower under this paragraph shall survive the payment of the Borrower's Obligations and the termination of the Financing Agreement. 21. All references in the Financing Agreement to "this Agreement" and any amounts, in such order other references of similar import shall henceforth mean the Financing Agreement as the Administrative Agent may elect, as shall have become due and payable amended by the Borrower this Amendment. 22. Except to the Lenders extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained in the Financing Agreement shall be and remain in full force and effect and the same are hereby ratified and confirmed. 23. This Amendment shall be binding upon and inure to the benefit of Borrower and Bank and their respective successors and assigns, except that Borrower may not assign, transfer or delegate any of its rights or obligations under the Financing Agreement as amended by this Amendment. 24. Borrower hereby represents and warrants to Bank that: (a) the execution, delivery and performance by Borrower of this Amendment are within the corporate powers of Borrower, have been duly authorized by all necessary corporate action and require no action by or in respect of, consent of or filing or recording with, any governmental or regulatory body, instrumentality, authority, agency or official or any other Person; (b) the execution, delivery and performance by Borrower of this Amendment do not conflict with, or result in a breach of the Letters terms, conditions or provisions of, or constitute a default under or result in any violation of, the terms of Credit.the Certificate of Incorporation or By-Laws of Borrower, any applicable law, rule, regulation, order, writ, judgment or decree of any court or governmental or regulatory body, instrumentality authority, agency or official or any agreement, document or instrument to which Borrower is a party or by which Borrower or any of its Property is bound or to which Borrower or any of its Property is subject; (c) this Amendment has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) all of the representations and warranties made by Borrower and/or any other Obligor in the Financing Agreement and/or in any other Transaction Document are true and correct in all material respects on and as of the date of this Amendment as if made on and as of the date of this Amendment, provided that any representations and warranties which are made as of the Effective Date are only reaffirmed as of such date; and (e) Neither as of the Borrower nor date of this Amendment, no Default or Event of Default under or within the applicable Qualified Borrower nor meaning of the Financing Agreement has occurred and is continuing. 25. In the event of any Person claiming inconsistency or acting on behalf conflict between this Amendment and the Financing Agreement, the terms, provisions and conditions contained in this Amendment shall govern and control. 26. This Amendment shall be governed by and construed in accordance with the substantive laws of or through the Borrower or State of Ohio (without reference to conflict of law principles). 27. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER AND BANK FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED BY BORROWER AND BANK COVERING SUCH MATTERS ARE CONTAINED IN THE FINANCING AGREEMENT AS AMENDED BY THIS AMENDMENT AND THE OTHER TRANSACTION DOCUMENTS, WHICH FINANCING AGREEMENT AS AMENDED BY THIS AMENDMENT AND OTHER TRANSACTION DOCUMENTS ARE A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENTS BETWEEN BORROWER AND BANK, EXCEPT AS BORROWER AND BANK MAY LATER AGREE IN WRITING TO MODIFY THEM. 28. Notwithstanding any provision contained in this Amendment to the applicable Qualified Borrower contrary, this Amendment shall not be effective unless and until Bank shall have any right received: (a) this Amendment, duly executed by Borrower; (b) a Consent of Guarantor in form and substance satisfactory to withdraw any of the funds held in the Letter of Credit Collateral AccountBank, duly executed by Vari-Lite International, Inc.; and. (fc) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4Fee. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and the same an Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Administrative Agent may, and upon the demand of the Required Banks shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower or to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the applicable Qualified Borrower shall (provided that upon the occurrence of any Event of Default it described in Section 6.1(f) or 6.1(g) the Borrower shall automatically be required to), pay to the Administrative Agent, on behalf of the LendersBanks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent, for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; provided that if no Event of Default shall have occurred and be continuing, any interest, dividends or other earnings received with respect to the Letter of Credit Collateral shall be distributed to Borrower on a monthly basis; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations Obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders Banks in respect of the Letters of Credit. (ed) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Sections 6.4(b) and (h) hereof. (fe) The Borrower and the applicable Qualified Borrower each agrees that it will not (iI) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.46.4. (gf) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time and from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral, first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations Usage described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.4 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York Illinois at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent and the Banks shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or Borrower, and in the applicable Qualified case of Letters of Credit maturing after the Maturity Date, upon the return of any such Letters of Credit, any amount attributable to such Letter of Credit shall be promptly returned to the Borrower. Absent such cure or written waiverwaiver or return, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any If a Letter of Credit Deficiency shall have been issued hereunder occurred and the same shall expire on a date after the Revolving Credit Termination Datebe continuing, thenAgent may make demand upon Borrowers to, on the Revolving Credit Termination Dateand forthwith upon such demand Borrowers will, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, Agent in same day funds at the Administrative Agent’s 's office designated in such demand, for deposit in a special non-interest bearing cash collateral account (the “"Letter of Credit Collateral Account”") to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative office of Agent, an amount equal to the amount of by which the Letter of Credit Obligations, Availability is less than zero. The Letter of Credit Collateral Account shall be in the applicable currencyname of Agent (as a cash collateral account), and under the Letters sole dominion and control of CreditAgent exercised in good faith (with sole right of withdrawal) and subject to the terms of this Agreement and the other Loan Documents. Interest On each drawing under a Letter of Credit during which a Letter of Credit Deficiency is continuing, Agent shall accrue seek reimbursement from any amounts then on deposit in the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledgesAccount; however, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): if (i) no amounts are then on deposit in the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of the amount then on deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account is insufficient to pay the amount of such drawing, or (iii) Agent is legally prevented or restrained from immediately applying amounts on deposit in the Letter of Credit Collateral Account, then the amount of each unreimbursed drawing under such Letter of Credit and payment required to be made under this Section 2.4.11 shall automatically be converted into a Prime Rate Revolving Loan made on the date of such drawing for so long as an Event all purposes of Default has occurred and is continuing, funds then held this Agreement. To the extent that Agent applies amounts on deposit in the Letter of Credit Collateral Account to as provided in this Section 2.4.11, and, thereafter, such application (or any portion thereof) is rescinded or any amount so applied must otherwise be returned by Agent upon the payment insolvency, bankruptcy or reorganization of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or otherwise, then the applicable Qualified Borrower amount so rescinded or returned shall have any right to withdraw any automatically be converted into a Prime Rate Revolving Loan made on the date of the funds held in the Letter such drawing for all purposes of Credit Collateral Accountthis Agreement. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) IfIf any Event of Default shall have occurred and be continuing, at Bank may, whether in addition to taking any time and from time to timeof the actions described in Section 13.1 or otherwise, if any Letter Letters of Credit shall have been issued hereunder issued, make demand upon Borrowers to, and the same shall expire on a date after the Revolving Credit Termination Dateforthwith upon such demand Borrowers will, then, on the Revolving Credit Termination Date, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, on behalf of the Lenders, Bank in same day funds at the Administrative AgentBank’s office designated in such demand, for deposit in a special non-interest bearing cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agentoffice of Bank, an amount equal to the amount 105% of the Letter of Credit Obligations, Exposure from time to time in existence. The Letter of Credit Collateral Account shall be in the applicable currencyname of Bank (as a cash collateral account), and under the Letters sole dominion and control of Bank exercised in good faith (with sole right of withdrawal) and subject to the terms of this Agreement and the other Loan Documents. On each drawing under a Letter of Credit. Interest , Bank shall accrue seek reimbursement from any amounts then on deposit in the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c). (b) The Borrower or the applicable Qualified Borrower hereby pledgesAccount; however, assigns and grants to the Administrative Agent, as Administrative Agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): if (i) no amounts are then on deposit in the Letter of Credit Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of the amount then on deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (d) The Borrower and the applicable Qualified Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account is insufficient to pay the amount of such drawing, or (iii) Bank is legally prevented or restrained from immediately applying amounts on deposit in the Letter of Credit Collateral Account, then the amount of each unreimbursed drawing under such Letter of Credit and payment required to be made under this Section 13.3 shall automatically be converted into a Loan made on the date of such drawing for so long as an Event all purposes of Default has occurred and is continuing, funds then held this Agreement. To the extent that Bank applies amounts on deposit in the Letter of Credit Collateral Account to as provided in this Section 13.3, and, thereafter, such application (or any portion thereof) is rescinded or any amount so applied must otherwise be returned by Bank upon the payment insolvency, bankruptcy or reorganization of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of the Letters of Credit. (e) Neither the Borrower nor the applicable Qualified Borrower nor any Person claiming or acting on behalf of or through the Borrower or otherwise, then the applicable Qualified Borrower amount so rescinded or returned shall have any right to withdraw any automatically be converted into a Loan made on the date of the funds held in the Letter such drawing for all purposes of Credit Collateral Accountthis Agreement. (f) The Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 3.4. (g) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of first, (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Obligations described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against the Letter of Credit Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (iv) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters of Credit returned to the Issuing Banks, all amounts remaining in the Letter of Credit Collateral Account shall be promptly returned to the Borrower or the applicable Qualified Borrower. Absent such cure or written waiver, any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Date shall be paid promptly to the Borrower or the applicable Qualified Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and the same a Guarantor Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, after consultation with the Banks, may, and upon the demand of the Majority Banks shall, whether in addition to the taking by Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon each Borrower for whom a Letter of Credit was issued, and forthwith upon such demand (but in any event within ten (10) days after such demand), each such Borrower shall deliver to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the LendersBanks, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of CreditCredit issued for the account of such Borrower. If, at any time and from time to time, any Letter of Credit shall have been issued hereunder for the account of any Borrower and a Borrower Event of Default shall have occurred and be continuing with respect to such Borrower, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Banks, may, and upon the demand of the Majority Banks shall, whether in addition to the taking by Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon such defaulting Borrower for whom a Letter of Credit was issued, and forthwith upon such demand (but in any event within ten (10) days after such demand), such defaulting Borrower shall deliver to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Banks, in same day funds at Administrative Agent’s office designated in such demand, for deposit in the Letter of Credit Collateral Account, an amount equal to the amount of the Letter of Credit Usage under such Letters of Credit issued for the account of such defaulting Borrower. In addition, if any Letter of Credit shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and a Bank is at such time a Defaulting Bank, Borrower shall, within one (1) Business Day of delivery of written notice thereof by Administrative Agent, deliver to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Banks, in same day funds at Administrative Agent’s office designated in such demand, for deposit in the Letter of Credit Collateral Account, an amount equal to such Defaulting Bank’s Pro Rata Share (after giving effect to Section 9.15(d) and any cash collateral provided by the Defaulting Bank or retained pursuant to Section 9.15(b)) of the amount of the Letter of Credit Usage under such Letters of Credit issued for the account of such Borrower. If a Borrower is required to provide an amount of cash collateral pursuant to this Section 6.7 as a result of a Bank being a Defaulting Bank, such cash collateral shall be released and promptly returned to such Borrower from time to time to the extent the amount deposited shall exceed the Defaulting Bank’s Pro Rata Share of the Letter of Credit Usage or if such Bank ceases to be a Defaulting Bank. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c)Prime Rate. (b) The Borrower or the applicable Qualified Each Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Banks a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash of such Borrower deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the such Borrower in substitution for or in respect of any or all of the then existing Letter of Credit CollateralCollateral of such Borrower; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit CollateralCollateral of such Borrower; provided that, if no Event of Default has occurred and is continuing, any interest, dividends or other earnings received with respect to the Letter of Credit Collateral shall be distributed to Borrower on a monthly basis; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the such Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Each Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders Banks to apply, from time to time after funds of such Borrower are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds of such Borrower then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the such Borrower to the Lenders Banks in respect of the Letters of CreditCredit issued for the account of such Borrower. (ed) Neither the Borrower nor the applicable Qualified a Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified such Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Sections 6.7(b) and (h) hereof. (fe) The Each Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral of such Borrower or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit CollateralCollateral of such Borrower, except for the security interest created by this Section 3.46.7. (gf) If any Event of Default shall have occurred and be continuing: (i) The With respect to any Guarantor Event of Default, Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower Loan Parties except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral of any Borrower first, (x) amounts previously drawn on any Letter of Credit issued for the account of such Borrower that have not been reimbursed by the applicable Borrower and (y) any Letter of Credit Obligations Usage of such Borrower described in clause (ii) of the definition thereof that are then due and payable and second, any other unpaid Obligations then due and payable against payable, in such order as Administrative Agent shall elect. With respect to any Borrower Event of Default relating to any Borrower, Administrative Agent may, in its sole discretion, without notice to the Loan Parties except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral Account or of such Borrower first, (x) amounts previously drawn on any part thereofLetter of Credit issued for the account of such Borrower that have not been reimbursed by such Borrower and (y) any Letter of Credit Usage of such Borrower described in clause (ii) of the definition thereof that are then due and payable from such Borrower and second, any other unpaid Obligations of such Borrower then due and payable, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.7 are in addition to any rights and remedies which any Lender Bank may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters amounts of Credit returned to the Issuing Banks, all amounts any Borrower remaining in the Letter of Credit Collateral Account shall be promptly returned to such Borrower and, in the Borrower or case of Letters of Credit maturing after the applicable Qualified Maturity Date, upon the return of any such Letter of Credit, any amount attributable to such Letter of Credit shall be promptly returned to the Borrower. Absent such cure or written waiver, any surplus of the funds of any Borrower held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified such Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified such Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and the same a Guarantor Event of Default shall expire on a date after the Revolving Credit Termination Datehave occurred and be continuing, then, on upon the Revolving Credit Termination Dateoccurrence and during the continuation thereof, the Borrower or the applicable Qualified Borrower shall pay to the Administrative Agent, after consultation with the Lenders, may, and upon the demand of the Majority Lenders shall, whether in addition to the taking by Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon each Borrower for whom a Letter of Credit was issued, and forthwith upon such demand (but in any event within ten days after such demand), each such Borrower shall deliver to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Obligations, in the applicable currency, Usage under the Letters of CreditCredit issued for the account of such Borrower. If, at any time and from time to time, any Letter of Credit shall have been issued hereunder for the account of any Borrower and a Borrower Event of Default shall have occurred and be continuing with respect to such Borrower, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, may, and upon the demand of the Majority Lenders shall, whether in addition to the taking by Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon such defaulting Borrower for whom a Letter of Credit was issued, and forthwith upon such demand (but in any event within ten days after such demand), such defaulting Borrower shall deliver to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, in same day funds at Administrative Agent’s office designated in such demand, for deposit in the Letter of Credit Collateral Account, an amount equal to the amount of the Letter of Credit Usage under such Letters of Credit issued for the account of such defaulting Borrower. In addition, if any Letter of Credit shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and a Lender is at such time a Defaulting Lender, Borrower shall, within one Business Day of delivery of written notice thereof by Administrative Agent, deliver to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, in same day funds at Administrative Agent’s office designated in such demand, for deposit in the Letter of Credit Collateral Account, an amount equal to such Defaulting Lender’s Pro Rata Share (after giving effect to Section 9.15(d) and any cash collateral provided by the Defaulting Lender or retained pursuant to Section 9.15(b)) of the amount of the Letter of Credit Usage under such Letters of Credit issued for the account of such Borrower. If a Borrower is required to provide an amount of cash collateral pursuant to this Section 6.7 as a result of a Lender being a Defaulting Lender, such cash collateral shall be released and promptly returned to such Borrower from time to time to the extent the amount deposited shall exceed the Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage or if such Lender ceases to be a Defaulting Lender. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds. The Borrower shall also make deposits into the Letter of Credit Collateral Account in accordance with Section 11.2 and Section 14.25(c)Prime Rate. (b) The Borrower or the applicable Qualified Each Borrower hereby pledges, assigns and grants to the Administrative Agent, as Administrative Agent administrative agent for its benefit and the ratable benefit of the Lenders Lenders, a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the Letter of Credit Collateral Account, all cash of such Borrower deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the such Borrower in substitution for or in respect of any or all of the then existing Letter of Credit CollateralCollateral of such Borrower; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit CollateralCollateral of such Borrower; provided that, if no Event of Default has occurred and is continuing, any interest, dividends or other earnings received with respect to the Letter of Credit Collateral shall be distributed to Borrower on a monthly basis; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. (c) . The lien and security interest granted hereby secures the payment of all obligations of the such Borrower now or hereafter existing hereunder and under any other Loan Document. (dc) The Borrower and the applicable Qualified Each Borrower hereby authorizes the Administrative Agent for the ratable benefit of the Lenders to apply, from time to time after funds of such Borrower are deposited in the Letter of Credit Collateral Account and for so long as an Event of Default has occurred and is continuingAccount, funds of such Borrower then held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become due and payable by the such Borrower to the Lenders in respect of the Letters of CreditCredit issued for the account of such Borrower. (ed) Neither the Borrower nor the applicable Qualified a Borrower nor any Person claiming or acting on behalf of or through the Borrower or the applicable Qualified such Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Sections 6.7(a) and (h) hereof. (fe) The Each Borrower and the applicable Qualified Borrower each agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral of such Borrower or (ii) create or permit to exist any lienLien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit CollateralCollateral of such Borrower, except for the security interest created by this Section 3.46.7. (gf) If any Event of Default shall have occurred and be continuing: (i) The With respect to any Guarantor Event of Default, Administrative Agent may, in its sole discretion, without notice to the Borrower or the applicable Qualified Borrower Loan Parties except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral of any Borrower first, (x) to amounts previously drawn on any Letter of Credit issued for the account of such Borrower that have not been reimbursed by the applicable Borrower and (y) to any Letter of Credit Obligations Usage of such Borrower described in clause (ii) of the definition thereof that are then due and payable and second, to any other unpaid Obligations then due and payable against payable, in such order as Administrative Agent shall elect. With respect to any Borrower Event of Default relating to any Borrower, Administrative Agent may, in its sole discretion, without notice to the Loan Parties except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral Account or of such Borrower first, (x) to amounts previously drawn on any part thereofLetter of Credit issued for the account of such Borrower that have not been reimbursed by such Borrower and (y) to any Letter of Credit Usage of such Borrower described in clause (ii) of the definition thereof that are then due and payable from such Borrower and second, to any other unpaid Obligations of such Borrower then due and payable, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section 3.4 6.7 are in addition to any rights and remedies which that any Lender may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iiig) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that, assuming such treatment, the Administrative Agent shall not have any responsibility or liability with respect thereto. (ivh) At such time as all Events of Default have been cured or waived in writing, all fees and expenses, if any, owing to the Lenders paid in full, and all Letters amounts of Credit returned to the Issuing Banks, all amounts any Borrower remaining in the Letter of Credit Collateral Account shall be promptly returned to such Borrower and, in the Borrower or case of Letters of Credit maturing after the applicable Qualified Maturity Date, upon the return of any such Letter of Credit, any amount attributable to such Letter of Credit shall be promptly returned to the Borrower. Absent such cure or written waiver, any surplus of the funds of any Borrower held in the Letter of Credit Collateral Account and remaining after payment in full of all of the Obligations of the Borrower or the applicable Qualified such Borrower hereunder and under any other Loan Document after the Revolving Credit Termination Maturity Date shall be paid promptly to the Borrower or the applicable Qualified such Borrower or to whomsoever may be lawfully entitled to receive such surplus.