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 6.01, 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 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 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 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 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 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 6.01continuing, 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. Interpublic 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 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 (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 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 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 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 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 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 Law.applicable 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. Second Amended and Restated Alliance 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 Agent and for the benefit on behalf of the Lenders and LC Issuing Banks, in same day fundsfunds at the 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 Agent on behalf of the Lenders in same day funds at the 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 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 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 (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 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 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 willCompany, forthwith upon demand by the Administrative Agent, will 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 Company 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 Company.

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 57 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 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 issued for the account of such Borrower 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 designated in such demand, for deposit in the case L/C Cash 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 an order for relief with respect to the Borrower under Section 6.01(f) the Federal Bankruptcy Code or the commencement of any case or proceeding under the Federal Bankruptcy Code with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (shall be automatically 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, Lender Parties in same day fundsfunds at the office designated by the Collateral Agent, 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 to the extent permitted by applicable law. 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 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 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 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 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 any 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 relevant 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 Accounts 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 a 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 6.01, 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.. ARTCILE VII THE ADMINISTRATIVE 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 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 103105% 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 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 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 Law.applicable 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. NYDOCS01/1619437.3A 78

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 Cxxxxxx Credit Agreement 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 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 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 (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 Revolving Credit 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, 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 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 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 Sealed Air – 4th A&R Syndicated Facility Agt 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(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 KPSC Case No. 2011-00401 Attorney General's Initial Data Requests Dated January 13, 2012 Item No. 34 48 Attachment 3 Page 52 of 115 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 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 Revolving Credit Lenders having at least 51% of the Revolving Credit Commitments 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 LC Cash Deposit Account shaxx xx xeturned 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 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 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 (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, 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 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 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 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. 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 Cash Collateral Account (if any) shall be applied by the Administrative Agent first to pay other outstanding amounts due in respect of the Revolving Credit Facility, and second, (y) if an Event of Default shall have occurred and be continuing, to pay outstanding amounts due in respect of the Term Facility and any other Obligations due under the Loan Documents, and (z) if no Default shall have occurred and be continuing, any remaining excess 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 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 Pregis Credit Agreement 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 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 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 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 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(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 Law.applicable law. ARTICLE VII THE ADMINISTRATIVE AGENT SECTION 7.01

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 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 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 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 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’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 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 Bankruptcy Law, the Borrower will pay to the Administrative Agent on behalf of the Lenders 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 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 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. 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 that are then outstanding on or (b) make such dateother reasonable arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders. 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 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. 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 6.01continuing, then the Administrative Agent maymay from time to time, 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 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 to a non-interest bearing account established by the Administrative Agent for such purposes or for purposes of Sections 2.05(b)(iv), 2.05(c) or 3.01 or (the “LC "L/C Cash Collateral Account”) with "), an amount equal to the aggregate --------------------------- Available Amount of all Letters of Credit then outstanding (and the Borrower hereby grants to the Administrative Agent, in for the name ratable benefit of the Administrative Agent and for each Lender Party, a continuing security interest in all amounts at any time on deposit in the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal L/C Cash Collateral Account to 103% of the aggregate undrawn stated amounts of secure all Letters Letter of Credit that are Obligations from time to time outstanding on such dateand all other Obligations hereunder). 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 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 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 Law.applicable law. ARTICLE VII

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 Law.applicable 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. CA, Inc. 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 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 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 NYDOCS02/1166703 74 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 With respect to a Letter of Default described in Section 6.01(f) Credit with respect to the Borrower which presentment for honor shall not have occurred and be continuing or at the Borrowings shall have otherwise been accelerated or the Commitments terminated time of an acceleration pursuant to Section 6.01the preceding paragraph, then the Borrowers shall at such time deposit in a non-interest bearing cash collateral account opened by, and under the sole dominion and control of, the Administrative Agent may, or shall at an amount equal to the request aggregate Available Amount of the Required Lenders, make demand upon the Borrower tosuch Letter of Credit then outstanding, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect Borrowers hereby grant 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 Administrative Agent, the Issuing Bank 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 Borrowers 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 Borrowers. The Administrative Agent shall, at the Borrowers’ direction and without assuming any risk of all loss thereof, invest the funds in the cash collateral account in Cash Equivalents for the account of the Borrowers. 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 Borrowers 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 such Letter of Credit that are outstanding on such dateshall has expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrowers hereunder and under the Advances. 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 Agent, the Lenders Issuing Bank or the Lenders, which right or claim could reasonably have the effect of reducing the value of such funds to the Issuing Bank 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 Borrowers 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 Bank 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 shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrowers hereunder and under the Advances then due and payable shall have been paid in full and the LC Collateral AccountTI Bonds shall have expired or been cancelled, the balance, if any, in such funds cash collateral 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 returned to the extent permitted by Applicable LawBorrowers.

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 6.01 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, pay to the Collateral Agent on behalf of the Lender Parties in same day funds at the Collateral Agent's Office, for 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 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 LC 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 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. If no Event of Default shall exist, the Administrative Agent shall promptly upon request of the Borrower deposit all funds held in the Collateral Agent (other than the funds deposited therein to cash collateralize the Available Amount of the Letters of Credit then outstanding pursuant to Section 2.06) into the Borrower's Account for the 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 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 (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 LX 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 (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 Law.applicable law. CERC 5-Year Revolving 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 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 8.01 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 First Lien 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 First Lien Collateral Agent’s Office, for deposit in the L/C Support Facility Cash Collateral Account, an amount equal to 103102.5% of the aggregate undrawn stated amounts L/C Exposure at such time; 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 First Lien Collateral Agent on behalf of the Lender Parties in same day funds at the First Lien Collateral Agent’s Office, for deposit in the L/C Support Facility Cash Collateral Account, an amount equal to 102.5% of the L/C Exposure at such time, without presentment, demand, protest or any notice of any kind, all Letters of Credit that which are outstanding on such datehereby expressly waived by the Borrower. If at any time the Administrative Agent or the First Lien Collateral Agent determines that any funds held in the LC Cash Collateral Account Accounts are subject to any right or claim of any Person other than the Administrative Agent, Agents (or the Lenders benefit of the Lender Parties) and the LC Issuing Banks Lender Parties or that the total amount of such funds is less than 103102.5% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on L/C Exposure at such datetime, the Borrower will, forthwith upon demand by the Administrative Agent or the First Lien Collateral Agent, pay to the Administrative First Lien Collateral Agent, as additional funds to be deposited and held in the LC L/C Support Facility Cash Collateral Account, an amount equal to the excess of (ia) 103102.5% of the L/C Exposure at such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date time over (iib) the total amount of funds, if any, then held in the LC L/C Support Facility Cash Collateral Account that the Administrative Agent or the First Lien 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 Support Facility Cash Collateral Account, such funds shall be applied to reimburse the relevant LC L/C 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 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 that are then outstanding on or (b) make such dateother reasonable arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders. 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 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, and if so applied, then such reimbursement shall be deemed a repayment of the corresponding Advance 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. 3-Year Credit Agreement 38