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

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Majority Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand the Borrower will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Account, an amount equal to the aggregate 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 Majority 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 amount available to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly 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 L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent and the Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under all Letters of Credit, 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 L/C Cash Deposit Account, an amount equal to the excess of (a) such aggregate amount available to be drawn over (b) the total amount of funds, if any, then held in the 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, to the extent funds are on deposit in the L/C Cash Deposit Account, such funds shall be applied to reimburse the Issuing Banks to the extent permitted by 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 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 Event of Default. If L/C Cash Collateral Account; Investing of Amounts in the L/C Cash Collateral Account; Release. (a) Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(ii) the making of the request or the granting of the consent specified by Section 7.01 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 7.01, the Administrative Agent may with the consentmay, or shall and at the request, request of the Majority LendersRequired Lenders shall, irrespective of whether it is taking any of the actions described in Section 6.01 7.01 or otherwise, make demand upon the any Borrower to, and forthwith upon such demand the such Borrower will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Collateral Account, an amount equal to the aggregate Available LC Amount of all Letters of Credit then outstanding (but only to in the extent Currency of 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 Majority Lenders and not more disadvantageous to the Borrower than clause (a)Credit; provided, however, that upon the occurrence of any Event of Default specified in the event of an actual or deemed entry of an order for relief with respect Section 7.01(e), such payments by any Borrower pursuant to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available this Section 7.02(a) shall automatically be required to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash Deposit Accountmade. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Collateral Account are subject to any equal or prior right or claim of any Person other than the Administrative Agent and the Lenders pursuant to this Agreement or that the total amount of such funds is less than the aggregate amount available to be drawn under Available LC Amount of all Letters of Credit, the any Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Deposit Collateral Account, an amount equal to the excess of (aA) such aggregate amount available to be drawn Available LC Amount over (bB) the total amount of funds, if any, then held in the L/C Cash Deposit Collateral Account that the Administrative Agent determines to be free and clear of any such equal or prior right and claim. Upon the drawing of any Letter of Credit, to the extent funds are on deposit in the L/C Cash Deposit Account, such funds shall be applied to reimburse the Issuing Banks to the extent permitted by 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 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.106 -

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Majority LendersLenders having more than 50% of the US Commitments, 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 Borrower Company will, (a) pay to the Administrative Agent on behalf of the US Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Collateral Account, an amount equal to the aggregate 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 Majority Lenders and not having more disadvantageous to than 50% of the Borrower than clause (a)US Commitments; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the a Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available to be drawn under Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the BorrowerBorrowers, which are expressly waived by the each Borrower, to be held in the L/C Cash Deposit Collateral Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the US Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under Available Amount of all Letters of Credit, 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 L/C Cash Deposit Collateral Account, an amount equal to the excess of (a) such aggregate amount available to be drawn Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Deposit 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, to the extent funds are on deposit in the L/C Cash Deposit Collateral Account, such funds shall be applied to reimburse the Issuing Banks Bank or the US Lenders, as applicable, to the extent permitted by applicable law. After The Administrative Agent, in its sole discretion and at the risk and expense of the Company, may invest the funds in the L/C Cash Collateral Account, and interest or profits therefrom (if any) shall accumulate in the L/C Cash Collateral Account. At any time that the amount of funds in the L/C Cash Collateral Account exceeds the Available Amount of all Letters of Credit outstanding, the Administrative Agent shall promptly return such excess amount to the Company. All amounts in the L/C Cash Collateral Account shall be returned to the Company upon the earlier of (x) the date that all Letters of Credit shall have expired or been fully drawn upon and all other reimbursement obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, satisfied and (y) the balance, if any, in such L/C Cash Deposit Account date on which no Event of Default shall be returned to the Borrowercontinuing or on which every Event of Default shall have been waived.

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consentmay, or shall at the request, request of the Majority 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 Borrower Borrowers will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Letter of Credit Collateral Account, an amount equal to the aggregate 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 Majority 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 amount available to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash Deposit Accountoutstanding. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Letter of Credit Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under Available Amount of all Letters of Credit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the L/C Cash Deposit Letter of Credit Collateral Account, an amount equal to the excess of (a) such aggregate amount available to be drawn Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Deposit Letter of Credit 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, to the extent Credit for which funds are on deposit in the L/C Cash Deposit Letter of Credit Collateral Account, such funds shall be applied to reimburse the relevant Issuing Banks Bank or Lenders, as applicable, to the extent permitted by applicable law. After If the Borrowers have not delivered the cash collateral as specified above within five Business Days after it was due, at any time and from time to time thereafter, the Lenders in their sole and absolute discretion may (but shall not be obligated to) advance to the Borrowers all such Letters or any portion of the required cash collateral, by credit to the Letter of Credit Collateral Account or otherwise; and amounts advanced by the Lenders pursuant to this option and outstanding from time to time shall have expired or been fully drawn upon be due and payable, together with interest and additional interest thereon at the rates provided in Section 2.07 of this Agreement, on demand, and shall otherwise constitute “Letter of Credit Advances” for all other obligations of the Borrower hereunder purposes under this Agreement 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 BorrowerDocuments.

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Majority LendersLenders having more than 50% of the US Commitments, 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 Borrower Company will, (a) pay to the Administrative Agent on behalf of the US Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Collateral Account, an amount equal to the aggregate 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 Majority Lenders and not having more disadvantageous to than 50% of the Borrower than clause (a)US Commitments; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the a Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available to be drawn under Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the BorrowerBorrowers, which are expressly waived by the each Borrower, to be held in the L/C Cash Deposit Collateral Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the US Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under Available Amount of all Letters of Credit, 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 L/C Cash Deposit Collateral Account, an amount equal to the excess of (a) such aggregate amount available to be drawn Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Deposit 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, to the extent funds are on deposit in the L/C Cash Deposit Collateral Account, such funds shall be applied to reimburse the Issuing Banks Bank or the US Lenders, as applicable, to the extent permitted by applicable law. After The Agent, in its sole discretion and at the risk and expense of the Company, may invest the funds in the L/C Cash Collateral Account, and interest or profits therefrom (if any) shall accumulate in the L/C Cash Collateral Account. At any time that the amount of funds in the L/C Cash Collateral Account exceeds the Available Amount of all Letters of Credit outstanding, the Agent shall promptly return such excess amount to the Company. All amounts in the L/C Cash Collateral Account shall be returned to the Company upon the earlier of (x) the date that all Letters of Credit shall have expired or been fully drawn upon and all other reimbursement obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, satisfied and (y) the balance, if any, in such L/C Cash Deposit Account date on which no Event of Default shall be returned to the Borrowercontinuing or on which every Event of Default shall have been waived.

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consentmay, or shall at the request, request of the Majority 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 Borrower Borrowers will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s 's office designated in such demand, for deposit in the L/C Cash Deposit Letter of Credit Collateral Account, an amount equal to the aggregate 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 Majority 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 amount available to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash Deposit Accountoutstanding. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Letter of Credit Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under Available Amount of all Letters of Credit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the L/C Cash Deposit Letter of Credit Collateral Account, an amount equal to the excess of (a) such aggregate amount available to be drawn Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Deposit Letter of Credit 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, to the extent Credit for which funds are on deposit in the L/C Cash Deposit Letter of Credit Collateral Account, such funds shall be applied to reimburse the relevant Issuing Banks Bank or Lenders, as applicable, to the extent permitted by applicable law. After If the Borrowers have not delivered the cash collateral as specified above within five Business Days after it was due, at any time and from time to time thereafter, the Lenders in their sole and absolute discretion may (but shall not be obligated to) advance to the Borrowers all such Letters or any portion of the required cash collateral, by credit to the Letter of Credit Collateral Account or otherwise; and amounts advanced by the Lenders pursuant to this option and outstanding from time to time shall have expired or been fully drawn upon be due and payable, together with interest and additional interest thereon at the rates provided in Section 2.07 of this Agreement, on demand, and shall otherwise constitute "Letter of Credit Advances" for all other obligations of the Borrower hereunder purposes under this Agreement 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 BorrowerDocuments.

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Majority Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand the Borrower will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Collateral Account, an amount equal to the aggregate 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 Majority 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 amount available to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash Deposit AccountLenders. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under Available Amount of all Letters of Credit, 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 L/C Cash Deposit Collateral Account, an amount equal to the excess of (a) such aggregate amount available to be drawn Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Deposit 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, to the extent funds are on deposit in the L/C Cash Deposit Collateral Account, such funds shall be applied to reimburse the Issuing Banks Bank or the Lenders, as applicable, to the extent permitted by applicable law. After The Agent, in its sole discretion and at the risk and expense of the Borrower, may invest the funds in the L/C Cash Collateral Account, and interest or profits therefrom (if any) shall accumulate in the L/C Cash Collateral Account. At any time that the amount of funds in the L/C Cash Collateral Account exceeds the Available Amount of all Letters of Credit outstanding, the Agent shall promptly return such excess amount to the Borrower. All amounts in the L/C Cash Collateral Account shall be returned to the Borrower upon the earlier of (x) the date that all Letters of Credit shall have expired or been fully drawn upon and all other reimbursement obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, satisfied and (y) the balance, if any, in such L/C Cash Deposit Account date on which no Event of Default shall be returned to the Borrowercontinuing or on which every Event of Default shall have been waived.

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Majority 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 Borrower Borrowers will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Account, an amount equal to the aggregate 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 Majority Lenders and not more disadvantageous to the Borrower Borrowers 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 or any other Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the BorrowerBorrowers, which are expressly waived by the 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 L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent and the Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under all Letters of Credit, the each applicable Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Deposit Account, an amount equal to the excess of (a) such aggregate amount available to be drawn over (b) the total amount of funds, if any, then held in the 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, to the extent funds are on deposit in the L/C Cash Deposit Account, such funds shall be applied to reimburse the Issuing Banks to the extent permitted by applicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower Borrowers 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 Borrowerapplicable Borrowers.

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consentmay, or shall at the request, request of the Majority 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 Borrower Borrowers will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s 's office designated in such demand, for deposit in the L/C Cash Deposit Letter of Credit Collateral Account, an amount equal to the aggregate 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 Majority 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 amount available to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash Deposit Accountoutstanding. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Letter of Credit Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under Available Amount of all Letters of Credit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the L/C Cash Deposit Letter of Credit Collateral Account, an amount equal to the excess of (a) such aggregate amount available to be drawn Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Deposit Letter of Credit 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, to the extent Credit for which funds are on deposit in the L/C Cash Deposit Letter of Credit Collateral Account, such funds shall be applied to reimburse the relevant Issuing Banks Bank or Lenders, as applicable, to the extent permitted by applicable law. After If the Borrowers have not delivered the cash collateral as specified above within five Business Days after it was due, at any time and from time to time thereafter, the Lenders in their sole and absolute discretion may (but shall not be obligated to) advance to the Borrowers all such Letters or any portion of the required cash collateral, by credit to the Letter of Credit Collateral Account or otherwise; and amounts advanced by the Lenders pursuant to this option and outstanding from time to time shall have expired or been fully drawn upon be due and payable, together with interest and additional interest thereon at the rates provided in Section 2.07 of this Agreement, on demand, and shall otherwise constitute "Letter of Credit Advances" for all other obligations of the Borrower hereunder purposes under this Agreement 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.Documents. ARTICLE VII

Actions in Respect of the Letters of Credit upon Event of Default. If L/C Cash Collateral Account; Investing of Amounts in the L/C Cash Collateral Account; Release. (a) Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(ii) the making of the request or the granting of the consent specified by Section 7.01 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 7.01, the Administrative Agent may with the consentmay, or shall and at the request, request of the Majority LendersRequired Lenders shall, irrespective of whether it is taking any of the actions described in Section 6.01 7.01 or otherwise, make demand upon the any Borrower to, and forthwith upon such demand the such Borrower will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Collateral Account, an amount equal to the aggregate Available LC Amount of all Letters of Credit then outstanding (but only to in the extent Currency of 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 Majority Lenders and not more disadvantageous to the Borrower than clause (a)Credit; provided, however, that upon the occurrence of any Event of Default specified in the event of an actual or deemed entry of an order for relief with respect Section 7.01(e), such payments by any Borrower pursuant to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available this Section 7.02(a) shall automatically be required to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash Deposit Accountmade. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Collateral Account are subject to any equal or prior right or claim of any Person other than the Administrative Agent and the Lenders pursuant to this Agreement or that the total amount of such funds is less than the aggregate amount available to be drawn under Available LC Amount of all Letters of Credit, the any Borrower will, forthwith upon demand by the Administrative Agent, pay to the 106 WEIL:\98721861\10\35899.0596 Administrative Agent, as additional funds to be deposited and held in the L/C Cash Deposit Collateral Account, an amount equal to the excess of (aA) such aggregate amount available to be drawn Available LC Amount over (bB) the total amount of funds, if any, then held in the L/C Cash Deposit Collateral Account that the Administrative Agent determines to be free and clear of any such equal or prior right and claim. Upon (b) The Borrowers hereby authorize the drawing Administrative Agent to open at any time upon the occurrence and during the continuance of an Event of Default a non-interest bearing account with the Administrative Agent at its address designated in Section 9.02 in the name of the any Borrower but in connection with which the Administrative Agent shall be the sole entitlement holder or customer (the “L/C Cash Collateral Account”), and hereby pledges and assigns and grants to the Administrative Agent on behalf of the Lenders a security interest in the following collateral (the “L/C Cash Collateral Account Collateral”): (i) the L/C Cash Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the investment of funds held therein, (ii) all L/C Cash Collateral Account Investments from time to time, and all certificates and instruments, if any, from time to time representing or evidencing the L/C Cash Collateral Account Investments, (iii) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Administrative Agent for or on behalf of any Letter Borrower in substitution for or in addition to any or all of Creditthe then existing L/C Cash Collateral Account Collateral, (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing L/C Cash Collateral Account Collateral, and (v) all proceeds of any and all of the foregoing L/C Cash Collateral Account Collateral. (c) If requested by any Borrower, the Administrative Agent will, subject to the extent funds are provisions of clause (e) below, from time to time (i) invest amounts on deposit in the L/C Cash Deposit AccountCollateral Account in such notes, certificates of deposit and other debt instruments as such funds Borrower may select and the Administrative Agent may approve and (ii) invest interest paid on the notes, certificates of deposit and other instruments referred to in clause (i) above, and reinvest other proceeds of any such notes, certificates of deposit and other instruments which may mature or be sold, in each case in such notes, certificates of deposit and other debt instruments any Borrower may select and the Administrative Agent may approve (the notes, certificates of deposit and other instruments referred to in clauses (i) and (ii) above being collectively “L/C Cash Collateral Account Investments”). Interest and proceeds that are not invested or reinvested in L/C Cash Collateral Account Investments as provided above shall be applied deposited and held in the L/C Cash Collateral Account. (d) Upon such time as (i) the aggregate Available LC Amount of all Letters of Credit is reduced to reimburse the Issuing Banks to the extent permitted by applicable law. After all zero and such Letters of Credit shall have are expired with no pending drawings or been fully drawn upon terminated by their terms and all other obligations of the Borrower hereunder amounts payable in respect thereof, including but not limited to principal, interest, commissions, fees and under the other Loan Documents shall expenses, have been paid in fullfull in cash, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrower.and (ii) no Event of Default

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Majority LendersLenders having more than 50% of the US Revolving Commitments, 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 Borrower Company will, (a) pay to the Administrative Agent on behalf of the US Revolving Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Collateral Account, an amount equal to the aggregate 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 Majority Lenders and not having more disadvantageous to than 50% of the Borrower than clause (a)US Revolving Commitments; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the a Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available to be drawn under Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the BorrowerBorrowers, which are expressly waived by the each Borrower, to be held in the L/C Cash Deposit Collateral Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the US Revolving Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under Available Amount of all Letters of Credit, 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 L/C Cash Deposit Collateral Account, an amount equal to the excess of (a) such aggregate amount available to be drawn Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Deposit 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, to the extent funds are on deposit in the L/C Cash Deposit Collateral Account, such funds shall be applied to reimburse the Issuing Banks Bank or the US Revolving Lenders, as applicable, to the extent permitted by applicable law. After The Administrative Agent, in its sole discretion and at the risk and expense of the Company, may invest the funds in the L/C Cash Collateral Account, and interest or profits therefrom (if any) shall accumulate in the L/C Cash Collateral Account. At any time that the amount of funds in the L/C Cash Collateral Account exceeds the Available Amount of all Letters of Credit outstanding, the Administrative Agent shall promptly return such excess amount to the Company. All amounts in the L/C Cash Collateral Account shall be returned to the Company upon the earlier of (x) the date that all Letters of Credit shall have expired or been fully drawn upon and all other reimbursement obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, satisfied and (y) the balance, if any, in such L/C Cash Deposit Account date on which no Event of Default shall be returned to the Borrowercontinuing or on which every Event of Default shall have been waived.