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 (regardless of on whose behalf it shall have been issued) and a Guarantor Event of Default shall have occurred and be continuing, 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 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 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 Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by Administrative Agent, an amount equal to the amount of the Letter of Credit Usage under the Letters of Credit 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 Prime Rate.

Actions in Respect of Letters of Credit. (a) If, at If 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 a Guarantor Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, Bank 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 Section 13.1 or otherwise, if any Letters of Credit shall have been issued, make a demand upon each Borrower for whom a Letter of Credit was issuedto, and forthwith upon such demand (but in any event within ten days after such demand)Borrower will, each such Borrower shall deliver pay to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, Bank in same day funds at 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 Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by Administrative Agentoffice of Bank, an amount equal to the amount Letter of Credit Exposure from time to time in existence. The Letter of Credit Collateral Account shall be in the name of Bank (as a cash collateral account), and under the 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, Bank shall seek reimbursement from any amounts then on deposit in the Letter of Credit Usage under the Letters of Credit issued for the account of such Borrower. IfCollateral Account; however, 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 if (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 i) no amounts are then 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 (ii) the amount of then on deposit in the Letter of Credit Usage under such Letters of Credit issued for Collateral Account is insufficient to pay the account amount of such defaulting Borrower. In additiondrawing, if any Letter of Credit shall have been issued hereunder or (regardless of iii) Bank is legally prevented or restrained from immediately applying amounts 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 then the amount of the each unreimbursed drawing under such Letter of Credit Usage and payment required to be made under such Letters of Credit issued for this Section 13.3 shall automatically be converted into a Loan made on the account date of such Borrowerdrawing for all purposes of this Agreement. 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 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 that Bank applies amounts on deposit in the Letter of Credit Collateral Account at 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 rate equal to Loan made on the Prime Ratedate of such drawing for all purposes of this Agreement.

Actions in Respect of Letters of Credit. (a) If, at If 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 a Guarantor Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, Lender 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 Section 6 or otherwise, if any Letters of Credit shall have been issued, make a demand upon each any Borrower for whom a Letter of Credit was issuedto, and forthwith upon such demand (but in any event within ten days after such demand)Borrowers will, each such Borrower shall deliver pay to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, Lender in same day funds at 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 Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by Administrative Agentoffice of Lender, an amount equal to the amount Letter of Credit Exposure from time to time in existence. 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 Usage under the Letters of Credit issued for the account of such Borrower. IfCollateral Account; however, 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 if (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 a) no amounts are then 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 (b) the amount of then on deposit in the Letter of Credit Usage under such Letters of Credit issued for Collateral Account is insufficient to pay the account amount of such defaulting Borrower. In additiondrawing, if any Letter of Credit shall have been issued hereunder or (regardless of on whose behalf it shall have been issuedc) 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 legally prevented or restrained from such Letter of Credit immediately applying amounts 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 then the amount of the each unreimbursed drawing under such Letter of Credit Usage and payment required to be made under such Letters of Credit issued for this Section 6.6 shall automatically be converted into a Revolving Loan made on the account date of such Borrowerdrawing for all purposes of this Agreement. 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 To the extent the amount deposited shall exceed the Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage or if such that Lender ceases to be a Defaulting Lender. Interest shall accrue applies amounts on deposit in the Letter of Credit Collateral Account at 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 insolvency, bankruptcy or reorganization of a rate equal to Borrower or otherwise, then the Prime Rateamount so rescinded or returned shall automatically be converted into a Revolving Loan made on the date of such drawing 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 shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and a Guarantor Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, the Administrative Agent, after consultation with the LendersBanks, may, and upon the demand of the Majority Lenders 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 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 pay to the 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 Usage under the Letters of Credit 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 LendersBanks, may, and upon the demand of the Majority Lenders 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 deliver pay to the 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 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 Prime Rate.

Actions in Respect of Letters of Credit. (a) If, at If 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 a Guarantor Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, Lender 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 Section 6 or otherwise, if any Letters of Credit shall have been issued, make a demand upon each any Borrower for whom a Letter of Credit was issuedto, and forthwith upon such demand (but in any event within ten days after such demand)Borrowers will, each such Borrower shall deliver pay to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, Lender in same day funds at Administrative Agent’s Lender'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 Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by Administrative Agentoffice of Lender, an amount equal to the amount Letter of Credit Exposure from time to time in existence. 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 Usage under the Letters of Credit issued for the account of such Borrower. IfCollateral Account; however, 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 if (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 a) no amounts are then 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 (b) the amount of then on deposit in the Letter of Credit Usage under such Letters of Credit issued for Collateral Account is insufficient to pay the account amount of such defaulting Borrower. In additiondrawing, if any Letter of Credit shall have been issued hereunder or (regardless of on whose behalf it shall have been issuedc) 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 legally prevented or restrained from such Letter of Credit immediately applying amounts 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 then the amount of the each unreimbursed drawing under such Letter of Credit Usage and payment required to be made under such Letters of Credit issued for this Section 6.6 shall automatically be converted into a Revolving Loan made on the account date of such Borrowerdrawing for all purposes of this Agreement. 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 To the extent the amount deposited shall exceed the Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage or if such that Lender ceases to be a Defaulting Lender. Interest shall accrue applies amounts on deposit in the Letter of Credit Collateral Account at 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 insolvency, bankruptcy or reorganization of a rate equal to Borrower or otherwise, then the Prime Rateamount so rescinded or returned shall automatically be converted into a Revolving Loan made on the date of such drawing for all purposes of this Agreement.

Actions in Respect of Letters of Credit. (a) If, at If 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 a Guarantor Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, Bank 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 Section 13.1 or otherwise, if any Letters of Credit shall have been issued, make a demand upon each Borrower for whom a Letter of Credit was issuedto, and forthwith upon such demand (but in any event within ten days after such demand)Borrower will, each such Borrower shall deliver pay to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, Bank in same day funds at 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 Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by Administrative Agentoffice of Bank, an amount equal to the amount Letter of Credit Exposure from time to time in existence. The Letter of Credit Collateral Account shall be in the name of Bank (as a cash collateral account), and under the 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, Bank shall seek reimbursement from any amounts then on deposit in the Letter of Credit Usage under the Letters of Credit issued for the account of such Borrower. IfCollateral Account; however, 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 if (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 i) no amounts are then 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 (ii) the amount of then on deposit in the Letter of Credit Usage under such Letters of Credit issued for Collateral Account is insufficient to pay the account amount of such defaulting Borrower. In additiondrawing, if any Letter of Credit shall have been issued hereunder or (regardless of iii) Bank is legally prevented or restrained from immediately applying amounts 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 then the amount of the each unreimbursed drawing under such Letter of Credit Usage and payment required to be made under such Letters of Credit issued for this Section 13.3 shall automatically be converted into a Loan made on the account date of such Borrowerdrawing for all purposes of this Agreement. 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 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 that Bank applies amounts on deposit in the Letter of Credit Collateral Account at 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 rate equal to Loan made on the Prime Ratedate of such drawing 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 shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and a Guarantor Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the LendersBanks, may, and upon the demand of the Majority Lenders 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 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 Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by Administrative Agent, an amount equal to the amount of the Letter of Credit Usage under the Letters of Credit 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 LendersBanks, may, and upon the demand of the Majority Lenders 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 LendersBanks, 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 Bank is at such time a Defaulting LenderBank, 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 LendersBanks, 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 LenderBank’s Pro Rata Share (after giving effect to Section 9.15(d) and any cash collateral provided by the Defaulting Lender 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 Lender Bank being a Defaulting LenderBank, 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 LenderBank’s Pro Rata Share of the Letter of Credit Usage or if such Lender Bank ceases to be a Defaulting LenderBank. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the Prime Rate.

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 a Guarantor Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, the Administrative Agent, after consultation with the LendersBanks, may, and upon the demand of the Majority Lenders 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 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 pay to the 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 '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 Usage under the Letters of Credit 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 LendersBanks, may, and upon the demand of the Majority Lenders 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 deliver pay to the 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 '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 Prime Rate.

Actions in Respect of Letters of Credit. (a) If, at If 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 a Guarantor Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, Lender 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 Section 6 or otherwise, if any Letters of Credit shall have been issued, make a demand upon each Borrower for whom a Letter of Credit was issuedLoan Parties to, and forthwith upon such demand (but in any event within ten days after such demand)Loan Parties will, each such Borrower shall deliver pay to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, Lender in same day funds at 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 Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by 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 Usage under the Letters of Credit issued for the account of such Borrower. IfCollateral Account; however, 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 if (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 a) no amounts are then 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 (b) the amount of then on deposit in the Letter of Credit Usage under such Letters of Credit issued for Collateral Account is insufficient to pay the account amount of such defaulting Borrower. In additiondrawing, if any Letter of Credit shall have been issued hereunder or (regardless of on whose behalf it shall have been issuedc) 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 legally prevented or restrained from such Letter of Credit immediately applying amounts 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 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 date of such drawing for all purposes of this Agreement. To the extent that Lender applies amounts on deposit in the Letter of Credit Usage under Collateral Account as provided in this Section 6.5, and, thereafter, such Letters 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 Credit issued for any Loan Party or otherwise, then the account amount so rescinded or returned shall automatically be converted into a Revolving Loan as a Prime Rate Revolving Loan made on the date of such Borrowerdrawing for all purposes of this Agreement. 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 In the extent event 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 deposit in the Letter of Credit Collateral Account at any time exceeds the Letter of Credit Exposure at such time, Lender shall promptly apply the excess amount to any of the other Obligations then outstanding in any order or method elected by Lender unless no Event of Default shall have occurred and be continuing, in which case such excess shall be returned to Borrower or as a rate equal to the Prime Rate.court of competent jurisdiction otherwise directs. --

Actions in Respect of Letters of Credit. (a) If, at If 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 a Guarantor Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, Lender 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 Section 6 or otherwise, if any Letters of Credit shall have been issued, make a demand upon each Borrower for whom a Letter of Credit was issuedBorrowers to, and forthwith upon such demand (but in any event within ten days after such demand)Borrowers will, each such Borrower shall deliver pay to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, Lender in same day funds at Administrative Agent’s Lender'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 Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by Administrative Agentoffice of Lender, an amount equal to the amount Letter of Credit Exposure from time to time in existence. 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 Usage under the Letters of Credit issued for the account of such Borrower. IfCollateral Account; however, 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 if (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 a) no amounts are then 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 (b) the amount of then on deposit in the Letter of Credit Usage under such Letters of Credit issued for Collateral Account is insufficient to pay the account amount of such defaulting Borrower. In additiondrawing, if any Letter of Credit shall have been issued hereunder or (regardless of on whose behalf it shall have been issuedc) 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 legally prevented or restrained from such Letter of Credit immediately applying amounts 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 then the amount of the each unreimbursed drawing under such Letter of Credit Usage and payment required to be made under such Letters of Credit issued for this Section 6.6 shall automatically be converted into a Revolving Loan made on the account date of such Borrowerdrawing for all purposes of this Agreement. 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 To the extent the amount deposited shall exceed the Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage or if such that Lender ceases to be a Defaulting Lender. Interest shall accrue applies amounts on deposit in the Letter of Credit Collateral Account at 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 insolvency, bankruptcy or reorganization of any Borrower or otherwise, then the amount so rescinded or returned shall automatically be converted into a rate equal to Revolving Loan made on the Prime Ratedate of such drawing 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 shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and a Guarantor If an Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, Agent may, and upon the demand request of the Majority Requisite Lenders shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article Section 11.2 or otherwise, make a demand upon each Borrower for whom a Letter of Credit was issuedthe Borrowers and Guarantors to, and forthwith upon such demand (but in any event within ten days after such demand)Person(s) will, each such Borrower shall deliver pay to the Administrative AgentAgent at its Lending Office, to hold as collateral for all Obligations arising from such Letter of Credit on behalf its benefit and the ratable benefit of the Lenders, in immediately available (same day day) funds at 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 Usage under Liabilities; provided, however, that in lieu of the Letters of Credit issued for the account creation 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, 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. . The Borrowers and Guarantors hereby pledge and assign to the Administrative Agent, 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, a lien on and a security interest in the Collateral Account, all cash deposited therein, all notes, certificates and instruments, if any, from time to time representing or evidencing the Collateral Account and all interest and other earnings thereon, additions thereto, substitutions therefor and proceeds thereof. The lien and security interest granted hereby secures the payment of all of the Obligations. . The Borrowers and Guarantors hereby authorize the Administrative Agent to apply, from time to time after funds are deposited in the Collateral Account, funds then held in the 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 Borrowers and Guarantors to the Lenders in respect of the Letter of Credit Usage under such Letters Liabilities and thereafter to the satisfaction of Credit issued for the account other Obligations. . Neither the Borrowers and Guarantors nor any Person claiming or acting on behalf of such defaulting Borrower. In addition, if any Letter of Credit or through the Borrowers and Guarantors shall have been issued hereunder (regardless any right to withdraw any of on whose behalf it shall have been issued) and a Lender is at such time a Defaulting Lenderthe funds held in the Collateral Account, Borrower shallexcept as provided in Section 11.3.8; provided, within one Business Day however, that with the consent of delivery of written notice thereof by the Administrative Agent, deliver and to Administrative Agent, to hold as collateral for all Obligations arising from such Letter the extent that there is an amount in excess of Credit on behalf of the Lenders, in same day funds at Administrative Agent’s office designated in such demand, for deposit $50,000 in the Letter Collateral Account at the end of Credit any Business Day after taking into account applications of funds, if any, from the 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 Account made pursuant to Section 9.15(b)) 11.3.8, the Administrative Agent may, at the written request 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 LenderBorrowers and Guarantors, such cash collateral shall be released and promptly returned to such Borrower 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 Borrowers and Guarantors agree that they will not (a) sell or otherwise dispose of any interest in the Collateral Account or (b) create or permit to exist any Lien on or with respect 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 or the Prime Ratefunds on deposit therein except for the security interest created by this Section 11.3.

Actions in Respect of Letters of Credit. (a) If, at If 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 a Guarantor Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, Agent 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 Section 12.1 or otherwise, make a demand upon each Borrower for whom a Letter of Credit was issuedto, and forthwith upon such demand (but in any event within ten days after such demand)Borrower will, each such Borrower shall deliver pay to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, Agent in same day funds at 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 Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by Administrative Agent, an amount equal to the amount of the Letter of Credit Usage under the Letters of Credit 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 Letter of Credit Exposure from time to time in existence. On each drawing under a Letter of Credit, Agent shall seek reimbursement from any amounts then on deposit in the Letter of Credit Usage under such Letters of Credit issued for the account of such defaulting Borrower. In additionCollateral Account; however, if any Letter of Credit shall have been issued hereunder (regardless of i) no amounts are then 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(dii) 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 then on deposit in the Letter of Credit Collateral Account at 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 converted into a rate equal Revolving Loan made on the date of such drawing for all purposes of this Agreement. To the extent that Agent applies amounts on deposit in the Letter of Credit Collateral Account as provided in 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 Borrower or otherwise, then the amount so rescinded or returned shall automatically be converted into a Revolving Loan made on the date of such drawing for all purposes of this Agreement. Upon Payment in Full of the Obligations, all funds in the Letter of Credit Collateral Account, including any interest accrued thereon, shall be returned to the Prime RateBorrower.

Actions in Respect of Letters of Credit. (ai) IfUpon the Revolving Credit Termination Date, (ii) at any time and from time to after the Revolving Credit Termination Date 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 continuance of any Letter of Credit shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and a Guarantor Event of Default and (iv) as required by Section 2.12, Borrower shall have occurred and be continuing, then, upon pay to the occurrence and during Administrative Agent in immediately available funds at the continuation thereof, Administrative Agent, after consultation with the Lenders, may, and upon the demand of the Majority Lenders shall, whether 's office referred to 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 Administrative Agent’s office designated in such demandSection 12.11, for deposit in a special cash collateral account (the “Letter of Credit L/C Cash Collateral Account”) to be maintained , the amount required so that, after such payment, the aggregate funds on deposit in the name of Administrative Agent (on behalf L/C Cash Collateral Accounts equals or exceeds 105% of the Lenders) and under its sole dominion and control at such place as shall be designated by Administrative Agent, an amount equal to the amount of the Letter of Credit Usage under the L/C Obligations for all Letters of Credit issued at such time Issued for the account of Borrower (not to exceed, in the case of clause (iv) above, the payment to be applied pursuant to Section 2.12 to provide cash collateral for such BorrowerLetters of Credit). If, at any time and from time Borrower hereby grants 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 for the benefit of L/C Issuers and each Lender 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 participation 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 then outstanding, a security interest in 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 cash collateral to Administrative Agent, to hold as collateral for secure 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 BorrowerL/C Obligations. 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, Any such cash collateral shall be released 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 promptly 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 balance, if any, of such cash collateral shall be returned to such Borrower. Borrower shall from time to time execute and deliver to the extent the amount deposited shall exceed the Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage or if Administrative Agent such Lender ceases further documents and instruments as Administrative Agent may request with respect to be a Defaulting Lendersuch cash collateral. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the Prime Rate.ARTICLE X

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 a Guarantor Event of Default shall have occurred and be continuing, 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 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 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 Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by Administrative Agent, an amount equal to the amount of the Letter of Credit Usage under the Letters of Credit issued for the account of such BorrowerBxxxxxxx. 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 Prime Rate.

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 a Guarantor Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the LendersBanks, may, and upon the demand of the Majority Lenders 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 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 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 Administrative Agent (on behalf of the LendersBanks) and under its sole dominion and control at such place as shall be designated by Administrative Agent, an amount equal to the amount of the Letter of Credit Usage under the Letters of Credit 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 LendersBanks, may, and upon the demand of the Majority Lenders 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 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 LendersBanks, 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 Bank is at such time a Defaulting LenderBank, 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 LendersBanks, 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 LenderBank’s Pro Rata Share (after giving effect to Section 9.15(d) and any cash collateral provided by the Defaulting Lender 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 Lender Bank being a Defaulting LenderBank, 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 LenderBank’s Pro Rata Share of the Letter of Credit Usage or if such Lender Bank ceases to be a Defaulting LenderBank. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the Prime Rate.

Actions in Respect of Letters of Credit. (a) If, at If 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 a Guarantor Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, Bank 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 Section 13.1 or otherwise, if any Letters of Credit shall have been issued, make a demand upon each Borrower for whom a Letter of Credit was issuedBorrowers to, and forthwith upon such demand (but in any event within ten days after such demand)Borrowers will, each such Borrower shall deliver pay to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, Bank in same day funds at 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 Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by Administrative Agentoffice of Bank, an amount equal to the amount 105% of the Letter of Credit Usage under the Letters of Credit issued for the account of such Borrower. If, at any time and Exposure from time to time, any time in existence. The Letter of Credit Collateral Account shall have been issued hereunder for be in the account name of any Borrower and Bank (as 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, maycash collateral account), and upon under the demand sole dominion and control of the Majority Lenders shall, whether Bank exercised in addition good faith (with sole right of withdrawal) and subject to the taking by Administrative Agent terms of any of this Agreement and the actions described in this Article or otherwise, make a demand upon such defaulting Borrower for whom other Loan Documents. On each drawing under a Letter of Credit was issuedCredit, and forthwith upon such demand (but Bank shall seek reimbursement from any amounts then on deposit 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 the Letter of Credit Collateral Account; however, if (i) no amounts are then 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 (ii) the amount of then on deposit in the Letter of Credit Usage under such Letters of Credit issued for Collateral Account is insufficient to pay the account amount of such defaulting Borrower. In additiondrawing, if any Letter of Credit shall have been issued hereunder or (regardless of iii) Bank is legally prevented or restrained from immediately applying amounts 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 then the amount of the each unreimbursed drawing under such Letter of Credit Usage and payment required to be made under such Letters of Credit issued for this Section 13.3 shall automatically be converted into a Loan made on the account date of such Borrowerdrawing for all purposes of this Agreement. 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 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 that Bank applies amounts on deposit in the Letter of Credit Collateral Account at 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 any Borrower or otherwise, then the amount so rescinded or returned shall automatically be converted into a rate equal to Loan made on the Prime Ratedate of such drawing for all purposes of this Agreement.

Actions in Respect of Letters of Credit. (a) If, at If 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 a Guarantor Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, Lender 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 Section 6 or otherwise, if any Letters of Credit shall have been issued, make a demand upon each Borrower for whom a Letter of Credit was issuedto, and forthwith upon such demand (but in any event within ten days after such demand)Borrower will, each such Borrower shall deliver pay to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, Lender in same day funds at Administrative Agent’s Lender'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 Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by Administrative Agentoffice of Lender, an amount equal to the amount Letter of Credit Exposure from time to time in existence. 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 Usage under the Letters of Credit issued for the account of such Borrower. IfCollateral Account; however, 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 if (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 a) no amounts are then 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 (b) the amount of then on deposit in the Letter of Credit Usage under such Letters of Credit issued for Collateral Account is insufficient to pay the account amount of such defaulting Borrower. In additiondrawing, if any Letter of Credit shall have been issued hereunder or (regardless of on whose behalf it shall have been issuedc) 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 legally prevented or restrained from such Letter of Credit immediately applying amounts 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 then the amount of the each unreimbursed drawing under such Letter of Credit Usage and payment required to be made under such Letters of Credit issued for this Section 6.6 shall automatically be converted into a Revolving Loan made on the account date of such Borrowerdrawing for all purposes of this Agreement. 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 To the extent the amount deposited shall exceed the Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage or if such that Lender ceases to be a Defaulting Lender. Interest shall accrue applies amounts on deposit in the Letter of Credit Collateral Account at 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 insolvency, bankruptcy or reorganization of Borrower or otherwise, then the amount so rescinded or returned shall automatically be converted into a rate equal to Revolving Loan made on the Prime Ratedate of such drawing for all purposes of this Agreement.

Actions in Respect of Letters of Credit. (a) If, at If 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 a Guarantor Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, Bank 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 Section 13.1 above or otherwise, if any Letters of Credit shall have been issued, make a demand upon each Borrower for whom a Letter of Credit was issuedBorrowers to, and forthwith upon such demand (but in any event within ten days after such demand)Borrowers will, each such Borrower shall deliver pay to Administrative Agent, to hold as collateral for all Obligations arising from such Letter of Credit on behalf of the Lenders, Bank in same day funds at Administrative Agent’s Bank's office designated in such demand, for deposit in a special interest bearing cash collateral account (the “"Letter of Credit Collateral Account”") to be maintained in the name of Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by Administrative Agentoffice of Bank, an amount equal to the amount Letter of Credit Exposure from time to time in existence. The Letter of Credit Collateral Account shall be in the name of Borrowers (as a cash collateral account), but under the 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, Bank shall seek reimbursement from any amounts then on deposit in the Letter of Credit Usage under the Letters of Credit issued for the account of such Borrower. IfCollateral Account; however, 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 if (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 i) no amounts are then 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 (ii) the amount of then on deposit in the Letter of Credit Usage under such Letters of Credit issued for Collateral Account is insufficient to pay the account amount of such defaulting Borrower. In additiondrawing, if any Letter of Credit shall have been issued hereunder or (regardless of iii) Bank is legally prevented or restrained from immediately applying amounts 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 then the amount of the each unreimbursed drawing under such Letter of Credit Usage and payment required to be made under such Letters of Credit issued for this Section 13.3 shall automatically be converted into a Loan made on the account date of such Borrowerdrawing for all purposes of this Agreement. 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 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 that Bank applies amounts on deposit in the Letter of Credit Collateral Account at 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 a rate equal to Borrower or otherwise, then the Prime Rateamount so rescinded or returned shall automatically be converted into a Loan made on the date of such drawing 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 shall have been issued hereunder (regardless of on whose behalf it shall have been issued) and a Guarantor an Event of Default shall have occurred and be continuing, provided that Borrower had not prior thereto made a deposit with respect to the applicable Letter of Credit pursuant to Section 2.8(c) hereof, then, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation with the Lenders, Agent may, and upon the demand of the Majority Lenders shall, whether in addition to the taking by Administrative the Agent of any of the actions described in this Article Section 7.1 or otherwise, make a demand upon each the Borrower for whom a Letter of Credit was issuedto, and forthwith upon such demand (but in any event within ten (10) days after such demand), each such ) the Borrower shall deliver pay to Administrative the 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 the 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 Administrative the Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by Administrative the Agent, an amount equal to the amount of the Letter of Credit Usage LC Exposure under the Letters of Credit issued for Credit, provided that the account of obligation to deposit such Borrower. IfCash Collateral shall become effective immediately, at any time and from time to timesuch deposit shall become immediately due and payable, any Letter of Credit shall have been issued hereunder for the account without demand or other notice of any Borrower and a Borrower Event of Default shall have occurred and be continuing with respect to such Borrower, thenkind, upon the occurrence and during the continuation thereof, Administrative Agent, after consultation of any Event of Default with the Lenders, may, and upon the demand of the Majority Lenders shall, whether in addition respect to the taking by Administrative Agent of any of the actions Borrower described in this Article Section 7.1(g) 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 demandh), such defaulting . The 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 also deposit in the Letter of Credit Collateral AccountAccount any amounts required under Section 2.8(c), 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 issuedSection 2.8(j) 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 and/or Section 9.15(d) and any cash collateral provided by the Defaulting Lender or retained pursuant to Section 9.15(b2.11(a)(v)) 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 Prime Rate.rate on overnight funds. (b) The Borrower hereby pledges, assigns and grants to the 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 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