Common use of Actions in Respect of the Letters of Credit upon Default Clause in Contracts

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Agent may, or shall at the request of the Required Lenders, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date over (ii) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank to the extent permitted by Applicable Law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f6.01(e) with respect to the Borrower shall have occurred and be continuing with respect to any Borrower or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.016.01 with respect to such Borrower, then the Administrative Agent may, or shall at the request of the Required Lenders, make demand upon the such Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the such Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) Account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date, the such Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date over (ii) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the such Borrower to such LC Issuing Bank to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f6.01(e) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Agent may, or shall at the request of the Required Lenders, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) Account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date over (ii) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or 2.20(e) or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lender Parties in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent or an Issuing Bank determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties with respect to the Obligations of the Loan Parties under the Loan Documents, or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC applicable Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand the Borrowers will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders and not more disadvantageous to the Borrowers than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Lenders without notice to or demand upon the Borrowers, which are outstanding on such dateexpressly waived by each Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrowers.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Company to, and forthwith upon such demand the Company will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name applicable sub-account of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other reasonable arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Lenders without notice to or demand upon the Borrowers, which are outstanding on such dateexpressly waived by each Borrower, to be held in the L/C Cash Deposit Account. If at any time the Administrative Agent reasonably determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim interest of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ix) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iiy) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be are free and clear of any such right and claiminterest. Upon the drawing of any Letter of Credit for which when this Section 6.02 is applicable (and without prejudice to Section 2.10(c)) to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law, and if so applied, then such reimbursement shall be deemed a repayment of the corresponding Advance or reimbursement obligation in respect of such Letter of Credit. To the extent that any such Letter of Credit expires or otherwise terminates, and to the extent the applicable Issuing Bank’s liability has ceased to exist under such Letter of Credit, and funds are on deposit in the L/C Cash Deposit Account in respect of such Letter of Credit, an amount equal to the undrawn amounts under such Letter of Credit shall be promptly returned from such L/C Cash Deposit Account to the Company. If any Event of Default has been waived or otherwise cured and no other Event of Default has occurred and is continuing, the balance, if any, in the L/C Cash Deposit Account shall be promptly returned to the Company. If, in accordance with this Section 6.02, the balance in the L/C Cash Deposit Account has not been otherwise returned, then after all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be promptly returned to the Company.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Agent may, or shall at the request of the Required Lenders, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date over (ii) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank to the extent permitted by Applicable Law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Revolving Credit Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Revolving Credit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding (but only to the extent such Available Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Revolving Credit Lenders and not more disadvantageous to the Borrower than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Law, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Revolving Credit Lenders without notice to or demand upon the Borrower, which are outstanding on such dateexpressly waived by the Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be applied in accordance with the priority of payments set forth in Section 6.03.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand the Borrowers will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders and not more disadvantageous to the Borrowers than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under any Bankruptcy Law, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Lenders without notice to or demand upon the Borrowers, which are outstanding on such dateexpressly waived by each Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrowers.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (orthe Borrower will, pay to the Collateral Agent on behalf of the Lender Parties in same day funds at the Collateral Agent’s Office, for deposit in the case Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, the Borrower shall be obligated to pay to the Collateral Agent on behalf of the Lender Parties in same day funds at the Collateral Agent’s Office, for deposit in the Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. If at any time during the occurrence and continuance of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for or the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date. If at any time the Administrative Collateral Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent or the Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent or the Collateral Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent maymay with the consent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 7.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand the Borrowers will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Administrative Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit in the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Dollar Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders and not more disadvantageous to the Borrowers than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate undrawn Dollar Amount of all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Issuing Bank or the Lenders, as applicable, without notice to or demand upon the Borrowers, which are outstanding on such dateexpressly waived by each Borrower, to be held in the LC Collateral Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Issuing Bank or the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Dollar Amount of all outstanding Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Dollar Amount over (iib) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon any LC Disbursement, to the drawing of any Letter of Credit for which extent funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in and the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other Obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such LC Collateral Account shall be returned to the Borrowers.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or 2.18(e) or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lender Parties in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit in the “LC Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that are outstanding on in the event of an actual or deemed entry of an order for relief with respect to any Loan Party under any Bankruptcy Law, such dateamount shall be automatically due and payable by the Borrower to the Cash Collateral Account, without presentment, demand, protest, or any notice of any kind. If at any time the Administrative Agent or the Issuing Bank determines that any funds held in the LC Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties with respect to the Obligations of the Loan Parties under the Loan Documents, or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Cash Collateral Account that the Administrative Agent Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or 2.17(e) or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lender Parties in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent or the Issuing Bank determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties with respect to the Obligations of the Loan Parties under the Loan Documents, or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, the Borrower will pay to the Agent on behalf of the Lenders in same day funds for deposit in the L/C Cash Collateral Account an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent's office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are then outstanding on or (b) make such dateother arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Lenders having at least 51% of the Revolving Credit Commitments. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After (i) no Event of Default shall be continuing or (ii) all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such XX Xxxx Collateral Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lender Parties in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent or the Issuing Bank determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties with respect to the Obligations of the Loan Parties under the Loan Documents, or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or 2.17(e) or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand (orthe Borrowers shall, in the case of an Event of Default under Section 6.01(f) with respect pay to the Borrower, automatically without demand) Administrative Agent on behalf of the Borrower will, deposit Lender Parties in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent or any Issuing Bank determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties with respect to the Obligations of the Loan Parties under the Loan Documents, or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower willBorrowers shall, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lender Parties in an account designated in such demand (the “LC Collateral Account”) with same day funds at the Administrative Agent’s Office, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Collateral Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, the Borrower shall be obligated to pay to the Administrative Agent on behalf of the Lender Parties in same day funds at the Administrative Agent’s Office, for deposit in the L/C Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent or the Administrative Agent determines that any funds held in the LC L/C Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders and not more disadvantageous to the Borrower than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Lenders without notice to or demand upon the Borrower, which are outstanding on such dateexpressly waived by the Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lender Parties in an account same day funds at the Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are then outstanding on (but only to the extent such dateAvailable Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent maymay with the consent, or shall at the request request, of the Required Majority Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Company to, and forthwith upon such demand the Company will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Administrative Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent’s Office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsCash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other reasonable arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Lenders; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the United States Bankruptcy Code of 1978, as amended, the Borrowers shall immediately pay to the Administrative Agent on behalf of the Lenders for deposit in the Cash Deposit Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrowers. If at any time the Administrative Agent reasonably determines that any funds held in the LC Collateral Cash Deposit Account are subject to any right or claim interest of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral Cash Deposit Account that the Administrative Agent determines to be are free and clear of any such right and claiminterest. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law, and if so applied, then such reimbursement shall be deemed a repayment of the corresponding Advance in respect of such Letter of Credit. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in the Cash Deposit Account shall be promptly returned to the Company.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Revolving Credit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders and not more disadvantageous to the Borrower than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Revolving Credit Lenders without notice to or demand upon the Borrower, which are outstanding on such dateexpressly waived by the Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lender Parties in an account same day funds at the Administrative Agent's office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent or the Issuing Bank determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties with respect to the Obligations of the Loan Parties under the Loan Documents, or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lender Parties in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent or the Issuing Bank determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties with respect to the Obligations of the Loan Parties under the Loan Documents, or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Revolving Credit Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Revolving Credit Lenders in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit into the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsapplicable L/C Cash Deposit Accounts, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding, provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Revolving Credit Lenders without notice to or demand upon the Borrower, which are outstanding on such dateexpressly waived by the Borrower, to be held in the applicable L/C Cash Deposit Accounts. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account L/C Cash Deposit Accounts are subject to any right or claim of any Person other than the Administrative Agent, the Lenders applicable Issuing Banks and the LC Issuing Banks applicable Revolving Credit Lenders or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Accountapplicable L/C Cash Deposit Accounts, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral Account L/C Cash Deposit Accounts that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral applicable L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law. If (i)(A) all Letters of Credit for which funds are on deposit in the L/C Cash Deposit Accounts have expired or been terminated and (B) no Default shall then be continuing or (ii)(A) if the Commitments of each Lender and the obligation of each Lender to make Advances and of the Issuing Banks to issue Letters of Credit shall have been terminated and (B) all other Obligations shall have been satisfied in full in cash, then the Administrative Agent shall, within 14 days, return to the Borrower all such monies then remaining in the L/C Cash Deposit Accounts.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders and not more disadvantageous to the Borrower than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Lenders without notice to or demand upon the Borrower, which are outstanding on such dateexpressly waived by the Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand the Borrowers will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent's office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders and not more disadvantageous to the Borrowers than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Lenders without notice to or demand upon the Borrowers, which are outstanding on such dateexpressly waived by each Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrowers.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lender Parties in an account designated in such demand (the “LC Collateral Account”) with same day funds at the Administrative Agent’s Office, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Collateral Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, the Borrower shall be obligated to pay to the Administrative Agent on behalf of the Lender Parties in same day funds at the Administrative Agent’s Office, for deposit in the L/C Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent or the Administrative Agent determines that any funds held in the LC L/C Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required LendersRevolving Credit Lenders having at least a majority in interest of the Revolving Credit Commitments, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand the Borrowers will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Revolving Credit Lenders in an account same day funds at the Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are then outstanding on or (b) make such dateother arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Revolving Credit Lenders having at least a majority in interest of the Revolving Credit Commitments. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Revolving Credit Lenders or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After (i) no Event of Default shall be continuing or (ii) all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account shall be returned to the Borrowers.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Company to, and forthwith upon such demand the Company will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other reasonable arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code, (A) the obligation of the Borrowers to pay to the Agent on behalf of the Lenders in same day funds at the Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrowers. If at any time the Administrative Agent reasonably determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim interest of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be are free and clear of any such right and claiminterest. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law, and if so applied, then such reimbursement shall be deemed a repayment of the corresponding Advance in respect of such Letter of Credit. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be promptly returned to the Company.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Paying Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Paying Agent on behalf of the Lender Parties in an account same day funds at the Paying Agent’s office designated in such demand (demand, for deposit into an account specified by the “LC Collateral Account”) with the Administrative Paying Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding, provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Paying Agent for the account of the Lenders without notice to or demand upon the Borrowers, which are outstanding on such dateexpressly waived by the Borrower, to be held in an account specified by the Paying Agent. If at any time the Administrative Paying Agent determines that any funds held in the LC Collateral Account such account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Paying Agent, pay to the Administrative Paying Agent, as additional funds to be deposited and held in the LC Collateral Accountsuch account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral Account such account that the Administrative Paying Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Accountsuch account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law. If (i)(A) all Letters of Credit for which funds are on deposit in such account have expired or been terminated and (B) no Default shall then be continuing or (ii)(A) if the Commitments of each Lender Party and the obligation of each Lender Party to make Advances and of the Issuing Banks to issue Letters of Credit shall have been terminated and (B) all other Obligations shall have been satisfied in full in cash, then the Paying Agent shall, within 14 days, return to the Borrower all such monies then remaining in such account.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) Cash Collateralize all outstanding Letters of Credit by paying to the Agent on behalf of the Revolving Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103105% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are then outstanding on or (b) make such dateother arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Agent and each Issuing Bank and not more disadvantageous to the Borrower than clause (a). If at any time any such Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Revolving Lenders or that the total amount of such funds is less than 103105% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, then the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral AccountL/C Cash Deposit Account as cash collateral for the outstanding Letters of Credit, an amount equal to the excess of (i) 103105% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (ii) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law; provided, that the Agent shall provide the Borrower (with a copy to counsel for the Official Creditors’ Committee in the Cases and to the United States Trustee for the Southern District of New York) with seven (7) days’ prior written notice prior to applying any such funds; in any hearing after the giving of the aforementioned notice, the only issue that may be raised by any party in opposition thereto being whether, in fact, an Event of Default has occurred and is continuing. After all such Letters of Credit shall have expired or been fully drawn upon, if at such time (x) no Event of Default is continuing or (y) all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Paying Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Collateral Agent on behalf of the Lender Parties in an account same day funds at the Collateral Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Paying Agent or the Collateral Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Paying Agent or the Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Paying Agent or the Collateral Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral AccountAccount (including following the Termination Date), such funds shall be applied to reimburse the relevant LC Issuing Bank Banks or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Company to, and forthwith upon such demand the Company will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other reasonable arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the Federal Bankruptcy Code, (A) the obligation of the Borrowers to pay to the Agent on behalf of the Lenders in same day funds at the Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrowers. If at any time the Administrative Agent reasonably determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim interest of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be are free and clear of any such right and claiminterest. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law, and if so applied, then such reimbursement shall be deemed a repayment of the corresponding Advance in respect of such Letter of Credit. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be promptly returned to the Company.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are then outstanding on or (b) make such dateother arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Lenders having at least 51% of the Revolving Credit Commitments. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After (i) no Event of Default shall be continuing or (ii) all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding (but only to the extent such Available Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders; provided, however, that in the event of an actual or deemed (pursuant to Section 301 of the Federal Bankruptcy Code or any successor thereto) entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Lenders without notice to or demand upon the Borrower, which are outstanding on such dateexpressly waived by the Borrower, to be held in the L/C Cash Collateral Account. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such XX Xxxx Collateral Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Majority Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Company to, and forthwith upon such demand the Company will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsCash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other reasonable arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Lenders; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the United States Bankruptcy Code of 1978, as amended, the Borrowers shall immediately pay to the Agent on behalf of the Lenders for deposit in the Cash Deposit Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrowers. If at any time the Administrative Agent reasonably determines that any funds held in the LC Collateral Cash Deposit Account are subject to any right or claim interest of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral Cash Deposit Account that the Administrative Agent determines to be are free and clear of any such right and claiminterest. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law, and if so applied, then such reimbursement shall be deemed a repayment of the corresponding Advance in respect of such Letter of Credit. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in the Cash Deposit Account shall be promptly returned to the Company.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lender Parties in an account designated in such demand (the “LC Collateral Account”) with same day funds at the Administrative Agent’s Office, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Collateral Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Law, the Borrower will pay to the Administrative Agent on behalf of the Lender Parties in same day funds at the Administrative Agent’s Office, for deposit in the L/C Cash Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent determines that any funds held in the LC L/C Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law. After each Letter of Credit issued hereunder expires or terminates without being drawn upon, and/or after the Letter of Credit Advances with respect to each Letter of Credit have been paid, amounts on deposit in the L/C Collateral Account (if any) shall be applied by the Administrative Agent to pay other outstanding amounts due under the Loan Documents or shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (orthe Borrower will, pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s Office an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding; provided, however, that in the case event of an Event actual or deemed entry of Default under Section 6.01(f) an order for relief with respect to the BorrowerBorrower under the Federal Bankruptcy Code, automatically without demand) the Borrower will, deposit shall be obligated to pay to the Administrative Agent on behalf of the Lenders in an account designated in such demand (the “LC Collateral Account”) with same day funds at the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds’s Office, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agents and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Accountheld, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Accountdeposit, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Revolving Credit Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Revolving Credit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Revolving Credit Lenders and not more disadvantageous to the Borrower than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Revolving Credit Lenders without notice to or demand upon the Borrower, which are outstanding on such dateexpressly waived by the Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that are outstanding on in the event of an actual or deemed entry of an order for relief with respect to any Loan Party under the United States Federal Bankruptcy Code or a similar order or action under any other Requirements of Law covering the protection of creditors’ rights or the relief of debtors applicable to any Loan Party, the Borrower, without requirement of demand by the Administrative Agent or any other Person, will forthwith pay to the Administrative Agent in same day funds at the Administrative Agent’s office for deposit in the L/C Cash Collateral Account an amount equal to such dateaggregate Available Amount. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks Secured Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation Revolving Credit Lenders, as applicable, in the reimbursement obligation of manner provided for in the Borrower to such LC Issuing Bank Security Agreement and to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required LendersBanks, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Banks in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks, as applicable, to the extent permitted by Applicable Lawapplicable law. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other obligations, if any, in the order set forth below.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lender Parties in an account same day funds at the Agent's office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are then outstanding on or (b) make such dateother arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required LendersLenders having at least a majority in interest of the Revolving Credit Commitments, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the each Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit issued at its request then outstanding or (b) make such other arrangements in respect of such outstanding Letters of Credit as shall be acceptable to the Lenders having at least a majority in interest of the Revolving Credit Commitments; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower or the Guarantor under the U.S. Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Lenders without notice to or demand upon the Borrowers, which are outstanding on such dateexpressly waived by each Borrower, to be held in the L/C Cash Collateral Account. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower relevant Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After (i) no Event of Default shall be continuing or (ii) all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account shall be returned to the Borrowers.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Revolving Credit Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Revolving Credit Lenders in an account same day funds at the Agent's office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Revolving Credit Lenders and not more disadvantageous to the Borrower than the foregoing clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Revolving Credit Lenders without notice to or demand upon the Borrower, which are outstanding on such dateexpressly waived by the Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Revolving Credit Lenders or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. Upon the earlier of (i) no Event of Default continuing and (ii) all Letters of Credit having expired or been fully drawn upon, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrower and deposited into the Borrower's Account for the Borrower's sole use.

Actions in Respect of the Letters of Credit upon Default. If If, on and after the Closing Date, any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit , (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders and not more disadvantageous to the Borrower than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under any Bankruptcy Law, an aggregate amount equal to 103% (or if not denominated in Dollars, 110%) of the Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Lenders without notice to or demand upon the Borrower, which are outstanding on such dateexpressly waived by the Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than an aggregate amount equal to 103% (or if not denominated in Dollars, 110%) of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) an aggregate amount equal to 103% (or if not denominated in Dollars, 110%) of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amounts over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If -------------------------------------------------------- any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent in an account same day funds at the Administrative Agent's office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that are outstanding on in the event of an actual or deemed entry of an order for relief with respect to any Loan Party under the United States Federal Bankruptcy Code or a similar order or action under any other Requirements of Law covering the protection of creditors' rights or the relief of debtors applicable to any Loan Party, the Borrower, without requirement of demand by the Administrative Agent or any other Person, will forthwith pay to the Administrative Agent in same day funds at the Administrative Agent's office for deposit in the L/C Cash Collateral Account an amount equal to such dateaggregate Available Amount. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks Secured Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation Revolving Credit Lenders, as applicable, in the reimbursement obligation of manner provided for in the Borrower to such LC Issuing Bank Security Agreement and to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Revolving Credit Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Revolving Credit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding (but only to the extent such Available Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Revolving Credit Lenders and not more disadvantageous to the Borrower than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Revolving Credit Lenders without notice to or demand upon the Borrower, which are outstanding on such dateexpressly waived by the Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Company to, and forthwith upon such demand the Company will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent's office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other reasonable arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the United States Bankruptcy Code of 1978, as amended, the Borrowers shall immediately pay to the Agent on behalf of the Lenders for deposit in the L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrowers. If at any time the Administrative Agent reasonably determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim interest of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be are free and clear of any such right and claiminterest. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law, and if so applied, then such reimbursement shall be deemed a repayment of the corresponding Advance in respect of such Letter of Credit. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be promptly returned to the Company.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Paying Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Paying Agent on behalf of the Lenders in an account same day funds at the Paying Agent's office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% the excess of (i) the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are then outstanding over (ii) amounts then on deposit in the L/C Cash Collateral Account or (b) make such dateother arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders; and, in any event with respect to the Borrower described in paragraph (f) or (g) of Section 6.01 above, the obligation of the Borrower to pay such funds to the Paying Agent for deposit to the L/C Cash Collateral Account shall be automatic without further action, consent, request or demand by the Paying Agent or the Required Lenders. If at any time the Administrative Paying Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Paying Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all then outstanding Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Paying Agent, pay to the Administrative Paying Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Paying Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lender Parties in an account designated in such demand (the “LC Collateral Account”) with same day funds at the Administrative Agent’s Office, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Collateral Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the U.S. Bankruptcy Code, the Borrower will pay to the Administrative Agent on behalf of the Lender Parties in same day funds at the Administrative Agent’s Office, for deposit in the L/C Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent or the Administrative Agent determines that any funds held in the LC L/C Collateral Account are subject to any prior or pari passu right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent or the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Collateral Account that the Administrative Agent or the Administrative Agent, as the case may be, determines in good faith to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank Banks or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or 2.17(e) or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lender Parties in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent or the Issuing Bank determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties with respect to the Obligations of the Loan Parties under the Loan Documents, or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand the Borrowers will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders and not more disadvantageous to the Borrowers than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Lenders without notice to or demand upon the Borrowers, which are outstanding on such dateexpressly waived by each Borrower, to be held in the L/C Cash Collateral Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full or if no Event of Default is continuing at any time, the balance, if any, in such L/C Cash Collateral Account shall be returned to the Borrowers.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Collateral Trustee in an account same day funds at the Collateral Trustee's office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that are outstanding on in the event of an actual or deemed entry of an order for relief with respect to any Loan Party under the United States Federal Bankruptcy Code or a similar order or action under any other Requirements of Law covering the protection of creditors' rights or the relief of debtors applicable to any Loan Party, the Borrower, without requirement of demand by the Administrative Agent or any other Person, will forthwith pay to the Collateral Trustee in same day funds at the Collateral Trustee's office for deposit in the L/C Cash Collateral Account an amount equal to such dateaggregate Available Amount. If at any time the Administrative Agent or, as the case may be, the Collateral Trustee, determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks Secured Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative AgentCollateral Trustee, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation Revolving Credit Lenders, as applicable, in the reimbursement obligation of manner provided for in the Borrower to such LC Issuing Bank Security Agreement and to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (orthe Borrower will, pay to the Collateral Agent on behalf of the Lender Parties in same day funds at the Collateral Agent’s Office, for deposit in the case L/C Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding; provided, however, that in the event of an Event actual or deemed entry of Default under Section 6.01(f) an order for relief with respect to the BorrowerBorrower under the Bankruptcy Law, automatically without demand) the Borrower will, deposit in an account designated in such demand (will pay to the “LC Collateral Account”) with the Administrative Agent, in the name Agent on behalf of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, Lender Parties in same day fundsfunds at the Collateral Agent’s Office, for deposit in the L/C Collateral Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent or the Collateral Agent determines that any funds held in the LC L/C Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent or the Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the LC L/C Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Collateral Account that the Administrative Agent or the Collateral Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank Banks or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand the Borrowers will, at the Borrowers' option, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent's office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are then outstanding on or (b) within two Business Days after such datedemand, make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. If any Letter of Credit expires and is undrawn, the Agent shall promptly deliver to the Borrowers the funds in the L/C Cash Collateral Account relating to such Letter of Credit. All interest and other amounts, if any, earned in the L/C Cash Collateral Account shall be for the account of the Borrowers.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent maymay with the consent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand the Borrowers will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Administrative Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Administrative Agent's office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders; provided that are outstanding on in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the U.S. Federal Bankruptcy Code or any similar bankruptcy or insolvency law of any other jurisdiction, the Borrowers shall pay such dateamount forthwith without any notice or demand or any other action by the Administrative Agent or any Lender, each of which is hereby waived. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in Banks and the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders to the extent permitted by Applicable Lawapplicable law. After (i) no Event of Default shall be continuing or (ii) all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account shall be returned to the Borrowers.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Revolving Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, the Borrower will pay to the Agent on behalf of the Lenders in same day funds for deposit in the L/C Cash Collateral Account an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand (orthe Borrowers will, in the case of an Event of Default under Section 6.01(f) with respect pay to the Borrower, automatically without demand) Collateral Agent on behalf of the Borrower will, deposit Lender Parties in an account same day funds at the Collateral Agent's office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent or the Collateral Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent or the Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent or the Collateral Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent maymay with the consent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.1 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the each Borrower will, deposit (a) pay to the Administrative Agent on behalf of the Lenders in an account same day funds at the Administrative Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit issued for the account or at the request of such Borrower then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit issued for the account or at the request of such Borrower as shall be acceptable to the Required Lenders and not more disadvantageous to the Borrowers than clause (a); provided, however, that in the case of any of the Events of Default specified in clause (g) or (h) above with respect to any Borrower, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit issued for the account or at the request of such Borrower shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrowers, which are outstanding on such dateexpressly waived by each Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower applicable Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the applicable Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to such Borrowers.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Revolving Credit Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Revolving Credit Borrower will, deposit in an account designated in such demand (pay to the “LC Collateral Account”) with the Administrative Agent, in the name Agent on behalf of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, Lender Parties in same day fundsfunds at the Collateral Agent’s Office, for deposit in the Collateral Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Revolving Credit Borrower under the Federal Bankruptcy Code, the Revolving Credit Borrower shall be obligated to pay to the Collateral Agent on behalf of the Lender Parties in same day funds at the Collateral Agent’s Office, for deposit in the Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Revolving Credit Borrower. If at any time the Administrative Agent or the Collateral Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Revolving Credit Borrower will, forthwith upon demand by the Administrative Agent or the Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent or the Collateral Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Revolving Credit Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lender Parties in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent or the Issuing Bank determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties with respect to the Obligations of the Loan Parties under the Loan Documents, or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Revolving Credit Lenders, irrespective of whether it is taking any of the actions described in Section 7.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Revolving Credit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Stated Amount of all Letters of Credit then outstanding (but only to the extent such Stated Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Revolving Credit Lenders and not more disadvantageous to the Borrower than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Law, an amount equal to the aggregate Stated Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Revolving Credit Lenders without notice to or demand upon the Borrower, which are outstanding on such dateexpressly waived by Holdings and the Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Stated Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Stated Amount over (ii) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be applied in accordance with the priority of payments set forth in Section 7.03.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01, make demand upon the Borrower Company to, and forthwith upon such demand the Company will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders and not more disadvantageous to the Company than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Company under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Lenders without notice to or demand upon the Company, which are outstanding on such dateexpressly waived by the Company, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, then the Borrower Company will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (ii) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon, if at such time (x) no Event of Default is continuing or (y) all other obligations of the Company hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Company.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other reasonable arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders, provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the United States Bankruptcy Code of 1978, as amended, the Borrower shall immediately pay to the Agent on behalf of the Lenders for deposit in the L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent reasonably determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim interest of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be are free and clear of any such right and claiminterest. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law, and if so applied, then such reimbursement shall be deemed a repayment of the corresponding Revolving Credit Advance in respect of such Letter of Credit. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be promptly returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.1 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Collateral Agent on behalf of the Lender Parties in an account same day funds at the Collateral Agent's office designated in such demand (demand, for deposit in the “LC L/C Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent or the Collateral Agent determines that any funds held in the LC L/C Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent or the Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the LC L/C Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Collateral Account that the Administrative Agent or the Collateral Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Designated Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (a) pay to the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Designated Agent and for the benefit on behalf of the Lenders and LC Issuing Banks, in same day fundsfunds at the Designated Agent’s Office, for deposit in the L/C Cash Collateral Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, the Borrower will pay to the Designated Agent on behalf of the Lenders in same day funds at the Designated Agent’s Office, for deposit in the L/C Cash Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Designated Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Designated Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Designated Agent, pay to the Administrative Designated Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Designated Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other Obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (pay to the “LC Collateral Account”) with the Administrative Agent, in the name Agent on behalf of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, Lender Parties in same day fundsfunds at the Collateral Agent’s Office, for deposit in the L/C Collateral Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Law, the Borrower will pay to the Collateral Agent on behalf of the Lender Parties in same day funds at the Collateral Agent’s Office, for deposit in the L/C Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent or the Collateral Agent determines that any funds held in the LC L/C Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent or the Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the LC L/C Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Collateral Account that the Administrative Agent or the Collateral Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Revolving Credit Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Revolving Credit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Revolving Credit Lenders and not more materially disadvantageous to the Borrower than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Revolving Credit Lenders without notice to or demand upon the Borrower, which are outstanding on such dateexpressly waived by the Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Revolving Credit Lenders or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent maymay with the consent, or shall at the request request, of the Required Majority Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Company to, and forthwith upon such demand the Company will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Administrative Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Administrative Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsCash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other reasonable arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Lenders; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the United States Bankruptcy Code of 1978, as amended, the Borrowers shall immediately pay to the Administrative Agent on behalf of the Lenders for deposit in the Cash Deposit Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrowers. If at any time the Administrative Agent reasonably determines that any funds held in the LC Collateral Cash Deposit Account are subject to any right or claim interest of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral Cash Deposit Account that the Administrative Agent determines to be are free and clear of any such right and claiminterest. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law, and if so applied, then such reimbursement shall be deemed a repayment of the corresponding Advance in respect of such Letter of Credit. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in the Cash Deposit Account shall be promptly returned to the Company.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (pay to the “LC Collateral Account”) with the Administrative Agent, in the name Agent on behalf of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, Lender Parties in same day fundsfunds at the Collateral Agent’s Office, for deposit in the L/C Cash Collateral Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Law, the Borrower will pay to the Collateral Agent on behalf of the Lender Parties in same day funds at the Collateral Agent’s Office, for deposit in the L/C Cash Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent or the Collateral Agent determines that any funds held in the LC L/C Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent or the Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the LC L/C Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Collateral Account that the Administrative Agent or the Collateral Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are then outstanding on or (b) make such dateother arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Lenders having at least 51% of the Revolving Credit Commitments. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After (i) no Event of Default shall be continuing or (ii) all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such XX Xxxx Collateral Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Agent may, or shall at the request of the Required LendersBanks, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (orthe Borrower will, pay to the Agent on behalf of the Banks in same day funds at the Agent’s office designated in such demand, for deposit in the case Cash Collateral Account, an amount equal to the aggregate Available Amount of an all Letters of Credit then outstanding; provided, however, that upon the occurrence of any Event of Default under described in Section 6.01(f6.01(e) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (shall be obligated to pay to the “LC Collateral Account”) with the Administrative Agent, in the name Agent on behalf of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, Banks in same day fundsfunds at the Agent’s office, for deposit in the Cash Collateral Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent determines that any funds held in the LC Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Cash Collateral Account that the Administrative Agent determines to be free and clear of any all such right rights and claimclaims. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lender Parties in an account same day funds at the Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are then outstanding on or (b) make such dateother arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required LendersLenders having at least a majority in interest of the Revolving Credit Commitments, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the each Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent's office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are issued at its request then outstanding on or (b) make such dateother arrangements in respect of such outstanding Letters of Credit as shall be acceptable to the Lenders having at least a majority in interest of the Revolving Credit Commitments. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower relevant Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After (i) no Event of Default shall be continuing or (ii) all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account shall be returned to the Borrowers.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand the Borrowers will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders and not more disadvantageous to the Borrowers than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under any Bankruptcy Law, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Lenders without notice to or demand upon the Borrowers, which are outstanding on such dateexpressly waived by each Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Law.applicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrowers. Jabil Credit Agreement 54

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Revolving Credit Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Revolving Credit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Revolving Credit Lenders and not more disadvantageous to Borrower than the foregoing clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Revolving Credit Lenders without notice to or demand upon Borrower, which are outstanding on such dateexpressly waived by Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Revolving Credit Lenders or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. Upon the earlier of (i) no Event of Default continuing and (ii) all Letters of Credit having expired or been fully drawn upon, the balance, if any, in such L/C Cash Deposit Account shall be returned to Borrower and deposited into Borrower’s Account for Borrower’s sole use.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103102% of the aggregate undrawn stated amounts L/C Exposure or (b) make such other arrangements in respect of all the outstanding Letters of Credit that are outstanding on such dateas shall be acceptable to the Required Lenders. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103102% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such dateL/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103102% of such the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date L/C Exposure over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After (i) no Event of Default shall be continuing or (ii) all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 7.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (pay to the “LC Collateral Account”) with the Administrative Agent, in the name Agent on behalf of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, Lender Parties in same day fundsfunds at the Collateral Agent’s Office, for deposit in the Collateral Account, an amount equal to 103% of the aggregate undrawn stated amounts amount of all Letters of Credit then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under Bankruptcy Law, the Borrower shall be obligated to pay to the Collateral Agent on behalf of the Lender Parties in same day funds at the Collateral Agent’s Office, for deposit in the Collateral Account, an amount equal to the aggregate undrawn amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time after the making of such demand and during the existence of an Event of Default, the Administrative Agent or the Collateral Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks or that the total amount of such funds held in the Collateral Account is less than 103% of the aggregate undrawn stated amounts amount of all Letters of Credit that are outstanding on at such datetime, the Borrower will, forthwith upon demand by the Administrative Agent or the Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts amount of all Letters of Credit that are then outstanding on such date over (iib) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claimAccount. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank Lender or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lender, as applicable, to the extent permitted by Applicable Lawapplicable law. So long as no Event of Default is continuing (but in no event after the making of the request or the granting of the consent specified in Section 7.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 7.01), promptly after the written request of the Borrower, any funds deposited or credited to the Collateral Account shall be remitted to the Borrower.

Actions in Respect of the Letters of Credit upon Default. (a) If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request irrespective of whether it is taking any of the Required Lendersactions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lenders in an account same day funds at the Administrative Agent's office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on then outstanding, which funds shall be retained by the Administrative Agent in the L/C Collateral Account (as collateral security for the Letter of Credit Liabilities) until such datetime as the Letters of Credit shall have been terminated and all of such Letter of Credit Liabilities paid in full. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (i1) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (ii2) the total amount of funds, if any, then held in the LC such L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon . (b) The Borrower hereby authorizes the drawing Administrative Agent to open at any time upon the occurrence and during the continuance of an Event of Default a non-interest bearing account with the Administrative Agent at its address designated in Section 8.02 in the name of the Borrower but under the sole control and dominion of the Administrative Agent (the "L/C Cash Collateral Account"), and hereby pledges and assigns and grants to the Administrative Agent on behalf of the Lenders a security interest in the following collateral (the "L/C Cash Collateral Account Collateral"): (i) the L/C Cash Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the investment of funds held therein, (ii) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in addition to any or all of the L/C Cash Collateral Account 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 L/C Cash Collateral Account Collateral, and (iv) all proceeds of any Letter and all of Credit for which funds are the foregoing. (c) Amounts on deposit in the LC L/C Cash Collateral AccountAccount may be invested and reinvested in such Permitted Investments as the Administrative Agent may select. (d) Upon such time as (i) the aggregate Available Amount of all Letters of Credit is reduced to zero and such Letters of Credit are expired or terminated by their terms and all amounts payable in respect thereof, including but not limited to principal, interest, commissions, fees and expenses, have been paid in full in cash, and (ii) no Event of Default has occurred and is continuing under this Agreement, the Administrative Agent will pay and release to the Borrower or at its order the balance remaining in the L/C Cash Collateral Account after the application, if any, by the Administrative Agent of funds in the L/C Cash Collateral Account to the payment of amounts described in clause (i) of this subsection (d). (e) The Administrative Agent may, without notice to the Borrower except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the L/C Cash Collateral Account against the Letter of Credit Liabilities or any part thereof. The Administrative Agent agrees to notify the Borrower promptly after any such funds set-off and application, provided that the failure of the Administrative Agent to give such notice shall not affect the validity of such set-off and application. Any cash held by the Administrative Agent as L/C Cash Collateral Account Collateral and all cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the L/C Cash Collateral Account Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter be applied in whole or in part by the Administrative Agent against, all or any part of the Letter of Credit Liabilities in such order as the Administrative Agent shall elect. The Administrative Agent may also exercise in respect of the L/C Cash Collateral Account Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time (whether or not said Code applies to the affected L/C Cash Collateral Account Collateral). (f) Any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after payment in full of all the Letter of Credit Liabilities shall be applied paid over to reimburse the relevant LC Issuing Bank Borrower or Lender holding a participation to whomsoever may be lawfully entitled to receive such surplus. Upon the permanent reduction from time to time of the aggregate Available Amount of all Letters of Credit in accordance with the terms thereof, the Administrative Agent shall release to the Borrower amounts from the L/C Cash Collateral Account in an amount equal to each such permanent reduction; provided that the Administrative Agent shall not be obligated to reduce the funds or other L/C Cash Collateral Account Collateral then held in the reimbursement obligation L/C Cash Collateral Account below that level that the Administrative Agent reasonably determines is required to be maintained after taking into consideration any rights or claims of any Persons other than the Borrower to such LC Issuing Bank to the extent permitted by Applicable LawAdministrative Agent.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Sections 6.01 or 9.01(e) or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) with pay to the Administrative Agent, in the name as collateral agent, on behalf of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, Lender Parties in same day fundsfunds at the Administrative Agent's office designated in such demand, for deposit in the L/C Cash Collateral Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, Agent pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Company to, and forthwith upon such demand the Company will, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name applicable sub-account of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding or (b) make such other reasonable arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Lenders without notice to or demand upon the Borrowers, which are outstanding on such dateexpressly waived by each Borrower, to be held in the L/C Cash Deposit Account. If at any time the Administrative Agent reasonably determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim interest of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ix) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iiy) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be are free and clear of any such right and claiminterest. Upon the drawing of any Letter of Credit for which when this Section 6.02 is applicable (and without prejudice to Section 2.10(c)) to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Law.applicable law, and if so applied, then such reimbursement shall be deemed a repayment of the corresponding Advance or reimbursement obligation in respect of such Letter of Credit. To the extent that any such Letter of Credit expires or otherwise terminates, and to the extent the applicable Issuing Bank’s liability has ceased to exist under such Letter of Credit, and funds are on deposit in the L/C Cash Deposit Account in respect of such Letter of Credit, an amount equal to the undrawn amounts under such Letter of Credit shall be promptly returned from such L/C Cash Deposit Account to the Company. If any Event of Default has been waived or otherwise cured and no other Event of Default has occurred and is continuing, the balance, if any, in the L/C Cash Deposit Account shall be promptly returned to the Company. If, in accordance with this Section 6.02, the balance in the L/C Cash Deposit Account has not been otherwise returned, then after all such Letters of Credit shall have expired or been fully drawn upon and all other obligations

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (pay to the “LC Collateral Account”) with the Administrative Agent, in the name Agent on behalf of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, Lender Parties in same day fundsfunds at the Collateral Agent’s Office, for deposit in the Collateral Account, an amount equal to 103105% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Law, the Borrower will pay to the Collateral Agent on behalf of the Lender Parties in same day funds at the Collateral Agent’s Office, for deposit in the Collateral Account, an amount equal to 105% of the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent or the Collateral Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103105% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent or the Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (ia) 103105% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent or the Collateral Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lender Parties in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, such deposit in the L/C Cash Collateral Account shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent Agent, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral AccountAccount (including following the Termination Date), such funds shall be applied to reimburse the relevant LC Issuing Bank Banks or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand the Borrowers will, at the Borrowers’ option, (or, in the case of an Event of Default under Section 6.01(fa) with respect pay to the Borrower, automatically without demand) Agent on behalf of the Borrower will, deposit Lenders in an account same day funds at the Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are then outstanding on (but only to the extent such dateAvailable Amount has not already been Cash Collateralized) or (b) within two Business Days after such demand, make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Law.applicable law. If any Letter of Credit expires and is undrawn, the Agent shall promptly deliver to the Borrowers the funds in the L/C Cash Collateral Account relating to such Letter of Credit. All interest and other amounts, if any, earned in the L/C Cash Collateral Account shall be for the account of the Borrowers. Five Year Credit Agreement

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Agent on behalf of the Lender Parties in an account same day funds at the Agent's office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent reasonably determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter After all such Letters of Credit for which funds are on deposit shall have expired or been fully drawn upon and all Obligations of the Loan Parties under the Loan Documents shall have been satisfied, the balance (if any) in the LC L/C Cash Collateral Account, such funds Account shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank promptly returned to the extent permitted by Applicable LawBorrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent's office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are then outstanding on or (b) make such dateother arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such LC Cash Collateral Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Paying Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Collateral Agent on behalf of the Lender Parties in an account same day funds at the Collateral Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, such deposit in the L/C Cash Collateral Account shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Paying Agent or the Collateral Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Paying Agent or the Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Paying Agent or the Collateral Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral AccountAccount (including following the Termination Date), such funds shall be applied to reimburse the relevant LC Issuing Bank Banks or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (pay to the “LC Collateral Account”) with the Administrative Agent, in the name Agent on behalf of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, Lender Parties in same day fundsfunds at the Collateral Agent's Office, for deposit in the L/C Collateral Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief, or commencement of any proceeding, with respect to the Borrower under any Bankruptcy Law, the Borrower shall be obligated to pay to the Collateral Agent on behalf of the Lender Parties in same day funds at the Collateral Agent's Office, for deposit in the L/C Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, without presentment, demand, protest or any notice of any kind, all of which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent or the Collateral Agent determines pursuant to any court order or other applicable legal requirements that any funds held in the LC L/C Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agents and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent or the Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the LC L/C Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Collateral Account that the Administrative Agent or the Collateral Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of upon any Letter of Credit for which funds are on deposit in the LC L/C Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Revolving Credit Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 7.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent’s office designated in such demand (the “LC Collateral Account”) with the Administrative Agentdemand, for deposit in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsL/C Cash Deposit Account, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding (but only to the extent such Available Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders and not more disadvantageous to the Borrower than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Lenders without notice to or demand upon the Borrower, which are outstanding on such dateexpressly waived by the Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the LC Collateral L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral L/C Cash Deposit Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC Collateral L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the remaining balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Default. (a) If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Majority Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Lender Parties in an account same day funds at the Administrative Agent's office designated in such demand (the “LC Collateral Account”) demand, for deposit in a special letter of credit cash collateral account to be maintained with the Administrative Agent, and in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent for its benefit and the ratable benefit of the Lenders and LC Issuing Banks, in same day fundsLender Parties (the "L/C Cash Collateral Account"), an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon . (b) The Borrower hereby pledges and assigns to the drawing Administrative Agent for its benefit and the ratable benefit of any the Lender Parties, and grants to the Administrative Agent for its benefit and the ratable benefit of the Lender Parties a lien on and a security interest in, the following collateral (the "Letter of Credit for which funds are on deposit in Collateral"): (i) the LC L/C Cash Collateral Account, such funds shall be applied all cash deposited therein, and all certificates and instruments, if any, from time to reimburse time representing or evidencing the relevant LC Issuing Bank L/C Cash Collateral Account; (ii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or Lender holding a participation in otherwise possessed by the reimbursement obligation Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to such LC Issuing Bank time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent permitted not covered by Applicable Lawclauses (i) through (iii) above, all proceeds of any or all of the foregoing Letter of Credit Collateral. The lien and security interest granted hereby secures the payment of all Obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (c) The Borrower hereby authorizes the Administrative Agent to apply, from time to time after funds are deposited in the L/C Cash Collateral Account, funds then held in the L/C Cash Collateral Account to the payment of any amounts, in such order as the Administrative Agent may elect, as shall have become or shall become due and payable by the Borrower to the Lender Parties in respect of the Letters of Credit. (d) Neither the Borrower nor any Person claiming or acting on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the L/C Cash Collateral Account, except as provided in Section 6.02(h). (e) The Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 6.02. (f) If any Event of Default shall have occurred and be continuing: (i) The Administrative Agent may, in its sole discretion, without notice to the Borrower except as required by law and at any time from time to time, charge, set off and otherwise apply all or any part of first, the Obligations with respect to Letters of Credit and second, the other Obligations of the Borrower now or hereafter existing under any of the Loan Documents, against the L/C Cash Collateral Account or any part thereof, in such order as the Administrative Agent shall elect. The Administrative Agent agrees promptly to notify the Borrower after any such set-off and application made by the Administrative Agent, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent under this Section 6.02(f) are in addition to other rights and remedies (including other rights of set-off) that the Administrative Agent may have. (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the L/C Cash Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time. (iii) Any cash held in the L/C Cash Collateral Account, and all cash proceeds received by the Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the L/C Cash Collateral Account may, in the discretion of the Administrative Agent, then or at any time thereafter be applied (after payment of any amounts payable pursuant to Section 8.04) in whole or in part by the Administrative Agent for the ratable benefit of the Lender Parties against all or any part of the obligations of the Borrower now or hereafter existing under any of the Loan Documents in such order as the Administrative Agent may elect. (g) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility or liability for taking any necessary steps to preserve rights against any parties with respect to the Letter of Credit Collateral. (h) Any surplus of the funds held in the L/C Cash Collateral Account and remaining after payment in full of all of the Obligations of the Borrower under this Agreement and under any other Loan Document after the Termination Date shall be paid to the Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of the Letters of Credit upon Default. If any Upon the occurrence of an Event of Default described which is continuing and has not been waived in accordance with Section 6.01(f) with respect 14.1 hereof, to the Borrower shall extent that any Letters of Credit have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01issued which then are outstanding, then the Administrative Agent Agent, for the benefit of the Designated Letter of Credit Issuers and the Banks, may, or shall at and upon the request direction of the Required LendersBanks shall (whether in addition to taking any of the actions described in this Section 9 or otherwise), make demand upon the Borrower Borrowers to, and forthwith upon such demand the Borrowers will, pay to the Administrative Agent in same day funds and in the currency in which such Letter of Credit is denominated, for deposit in a special cash collateral account (orthe "Letter of Credit Collateral Account"), to secure (x) in the case of an Event a Foreign Borrower, the Letter of Default Credit Obligations of such Foreign Borrower in respect of any outstanding Letters of Credit (including, without limitation, any such obligations arising under Section 6.01(f2.12(l)), and (y) with respect to in the case of a Domestic Borrower, automatically the Letter of Credit Obligations of all Borrowers in respect of any outstanding Letters of Credit (including, without demand) the Borrower willlimitation, deposit in an account designated in any such demand (the “LC Collateral Account”) with the Administrative Agentobligations arising under Section 2.12(l)), in the name to be maintained at such office of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsas Administrative Agent shall direct, an amount equal to 103% of the aggregate undrawn stated amounts of all maximum amount available to be drawn under the Letters of Credit that are outstanding on such dateCredit. If at any time In the Administrative Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks or event that the total amount of Borrowers shall not deposit such funds is less than 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date over (ii) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines may, in its sole discretion, deposit any funds of the Borrowers in the possession of the Administrative Agent to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit Collateral Account until the amount deposited in such account equals the maximum amount available to be drawn under the Letters of Credit. The Letter of Credit Collateral Account shall be in the LC Collateral Accountname of Administrative Agent (as a cash collateral account), such funds shall be applied to reimburse but under the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation sole dominion and control of the Borrower to such LC Issuing Bank Administrative Agent and subject to the extent permitted by Applicable Lawterms of this Agreement.

Actions in Respect of the Letters of Credit upon Default. If any Event With respect to all Letters of Default described in Section 6.01(f) Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall have occurred at such time deposit in a non-interest bearing cash collateral account opened by, and be continuing or under the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01sole dominion and control of, then the Administrative Agent mayan amount equal to the aggregate Available Amount of all Letters of Credit then outstanding, or shall at the request of the Required Lenders, make demand upon and the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect hereby grants to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Agents, the Issuing Banks and the Lenders a security interest in all funds so deposited to and LC Issuing Banksfrom time to time held (in the form of cash, certificates or instruments) in same day funds, an amount equal to 103% the cash collateral account and proceeds thereof. The Borrower and the Administrative Agent shall thereafter enter into documentation reaffirming the grant of the aggregate undrawn stated amounts security interest hereunder and otherwise relating to such cash collateral account in form and substance satisfactory to the Administrative Agent and the Borrower. The Administrative Agent shall, at the Borrower's direction and without assuming any risk of loss thereof, invest the funds in the cash collateral account in Cash Equivalents for the account of the Borrower. All interest and other investment gains earned on such investments shall be added to the cash collateral account as additional collateral security for the prompt and complete payment when due of the obligations and liabilities of the Borrower and any Designated Account Party under and in respect of the Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit that are outstanding on such dateshall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the Notes. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account such cash collateral account are subject to any right or claim of any Person other than the Administrative any Agent, any Issuing Bank or the Lenders Lenders, which right or claim could reasonably have the effect of reducing the value of such funds to the Issuing Banks and the LC Issuing Banks Lenders, or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon receipt of a demand by the Administrative Agent, pay to the Administrative Agent, as additional funds in Dollars to be deposited and held in the LC Collateral Accountsuch cash collateral account, an amount equal to (a) the amount by which the value of such funds to the Lenders and the Issuing Banks has been reduced, or (b) the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (ii) the total amount of funds, if any, then held in such cash collateral account, respectively. On or after the LC Collateral Account that the Administrative Agent determines to be free and clear of any date all such right and claim. Upon the drawing of any Letter Letters of Credit for which funds are on deposit in the LC Collateral Accountshall have expired or been fully drawn upon, such funds all Reimbursement Obligations shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation have been satisfied and all other obligations of the Borrower to hereunder and under the Notes then due and payable shall have been paid in full, the balance, if any, in such LC Issuing Bank cash collateral account shall be returned to the extent permitted by Applicable LawBorrower.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or 2.17(e) or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand (orthe Borrowers shall, in the case of an Event of Default under Section 6.01(f) with respect pay to the Borrower, automatically without demand) Administrative Agent on behalf of the Borrower will, deposit Lender Parties in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such datethen outstanding. If at any time the Administrative Agent or any Issuing Bank determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders Agent and the LC Issuing Banks Lender Parties with respect to the Obligations of the Loan Parties under the Loan Documents, or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available ​ ​ Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower willBorrowers shall, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the extent permitted by Applicable Lawapplicable law.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01continuing, then the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit pay to the Administrative Agent on behalf of the Revolving Credit Lenders in an account same day funds at the Administrative Agent’s office designated in such demand (demand, for deposit into the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day fundsapplicable L/C Cash Deposit Accounts, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit then outstanding, provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States of America, an amount equal to the aggregate Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Revolving Credit Lenders without notice to or demand upon the Borrower, which are outstanding on such dateexpressly waived by the Borrower, to be held in the applicable L/C Cash Deposit Accounts. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account L/C Cash Deposit Accounts are subject to any right or claim of any Person other than the Administrative Agent, the Lenders applicable Issuing Banks and the LC Issuing Banks applicable Revolving Credit Lenders or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Accountapplicable L/C Cash Deposit Accounts, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC Collateral Account L/C Cash Deposit Accounts that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral applicable L/C Cash Deposit Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Lenders, as applicable, to the ​ extent permitted by Applicable Lawapplicable law. If (i)(A) all Letters of Credit for which funds are on deposit in the L/C Cash Deposit Accounts have expired or been terminated and (B) no Default shall then be continuing or (ii)(A) if the Commitments of each Lender and the obligation of each Lender to make Advances and of the Issuing Banks to issue Letters of Credit shall have been terminated and (B) all other Obligations shall have been satisfied in full in cash, then the Administrative Agent shall, within 14 days, return to the Borrower all such monies then remaining in the L/C Cash Deposit Accounts.

Actions in Respect of the Letters of Credit upon Default. If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or continuing, the Borrowings shall have otherwise been accelerated or Agent may with the Commitments terminated pursuant to Section 6.01, then the Administrative Agent mayconsent, or shall at the request request, of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit (a) pay to the Agent on behalf of the Lenders in an account same day funds at the Agent’s office designated in such demand (demand, for deposit in the “LC L/C Cash Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are then outstanding on or (b) make such dateother arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Lenders having at least 51% of the Revolving Credit Commitments. If at any time the Administrative Agent determines that any funds held in the LC L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, Agent and the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts Available Amount of all Letters of Credit that are outstanding on such dateCredit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC L/C Cash Collateral Account, an amount equal to the excess of (ia) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date Available Amount over (iib) the total amount of funds, if any, then held in the LC L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which Credit, to the extent funds are on deposit in the LC L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank Banks to the extent permitted by Applicable Lawapplicable law. After (i) no Event of Default shall be continuing or (ii) all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such LX Xxxx Collateral Account shall be returned to the Borrower.