Common use of Cash Collateral Account Clause in Contracts

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (ia) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or [Reserved]. (iib) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts Amounts deposited in the Cash Collateral Account shall bear interest at a rate be held therein, subject to the following provisions: (i) If any Letter of Credit is drawn, in whole or in part, and not reimbursed by the applicable Borrower within the period specified in Section 2.04(e) of the Credit Agreement, the Issuing Bank with respect to such Letter of Credit may request, whereupon the Collateral Agent shall within three Business Days after receipt of such request, direct the Depository Bank to promptly distribute to such Issuing Bank an amount equal to the rate generally offered lesser of (x) the amount of the LC Disbursement in respect of such Letter of Credit that has not been reimbursed by Citibank for deposits equal or on behalf of such Borrower and (y) the total amount available in the Cash Collateral Account at such time. (ii) Upon the request of the Company at a time when no Event of Default is continuing, the Collateral Agent shall direct the Depository Bank to distribute any funds in the Cash Collateral Account (other than, prior to the amount Final Payment Date, funds deposited in the Cash Collateral Account pursuant to Section 2.09(c) of the Credit Agreement) to the Company (or to the Company’s designee) to be used by the Borrower Company for general corporate purposes, or to be used by such designee for any lawful purpose. (iii) If an Event of Default shall have occurred and be continuing, the Collateral Agent may, at the direction of the Majority Lenders, apply funds in the Cash Collateral Account in accordance with Section 6.02. (c) If any Letter of Credit, or any portion thereof, has terminated, expired or otherwise been released or satisfied undrawn and, as a result, the total amount of funds in the Cash Collateral Account, for a term to be determined by the Administrative Agentas of such date, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit exceeds 105% of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit aggregate amount of LC Issuing Banks and Exposure, as of such date, then (i) the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawingsAgent shall, upon being madeany request therefor from the Company, then, in any direct the Depository Bank to transfer such event, the Administrative Agent may apply the amounts then excess of funds on deposit in the Cash Collateral Account (any such amount, “Unused Cash Collateral”) into the Collateral Account, toward the payment ; and (ii) such Unused Cash Collateral shall be applied in full of any accordance with Section 2.09 of the LC Outstandings as Credit Agreement and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateSection 6.02.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require If the Borrower is required to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds in the Cash Collateral Account pursuant to Sections 2.04(c), 2.05(b), 7.02(b), or 7.03(b), then the Borrower and the Issuing Lender shall bear establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Issuing Lender’s standard form assignment of deposit accounts, that the Issuing Lender requests in connection therewith to establish the Cash Collateral Account and grant the Issuing Lender a first priority security interest at a rate equal in such account and the funds therein. The Borrower hereby pledges to the rate generally offered by Citibank for deposits equal to Issuing Lender and grants the amount deposited by the Borrower Issuing Lender a security interest in the Cash Collateral Account, for a term to be determined by the Administrative Agentwhenever established, all funds held in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect time, and all proceeds thereof as security for the payment of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orthe Obligations. (ii) So long as no Default exists, in (A) the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent Issuing Lender may apply the amounts then on deposit funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (B) the Issuing Lender shall release to the Borrower at the Borrower’s written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any Default, the Issuing Lender may apply any funds held in the Cash Collateral Account to the Obligations in any order determined by the Issuing Lender, regardless of any Letter of Credit Exposure that may remain outstanding. The Issuing Lender may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account, toward . (iii) The Issuing Lender shall exercise reasonable care in the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Lien of Issuing Lender accords its own Property, it being understood that the Administrative Agent on the Cash Collateral Account and the funds therein Issuing Lender shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (ia) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or [Reserved] (iib) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts Amounts deposited in the Cash Collateral Account shall bear interest at a rate be held therein, subject to the following provisions: (i) If any Letter of Credit is drawn, in whole or in part, and not reimbursed by the applicable Borrower within the period specified in Section 2.04(e) of the Credit Agreement, the Issuing Bank with respect to such Letter of Credit may request, whereupon the Collateral Agent shall within three Business Days after receipt of such request, direct the Depository Bank to promptly distribute to such Issuing Bank an amount equal to the rate generally offered lesser of (x) the amount of the LC Disbursement in respect of such Letter of Credit that has not been reimbursed by Citibank for deposits equal or on behalf of such Borrower and (y) the total amount available in the Cash Collateral Account at such time. (ii) Upon the request of the Company at a time when no Event of Default is continuing, the Collateral Agent shall direct the Depository Bank to distribute any funds in the Cash Collateral Account (other than, prior to the amount Final Payment Date, funds deposited in the Cash Collateral Account pursuant to Section 2.09(c) of the Credit Agreement) to the Company (or to the Company’s designee) to be used by the Borrower Company for general corporate purposes, or to be used by such designee for any lawful purpose. (iii) If an Event of Default shall have occurred and be continuing, the Collateral Agent may, at the direction of the Majority Lenders, apply funds in the Cash Collateral Account in accordance with Section 6.02. (c) If any Letter of Credit, or any portion thereof, has terminated, expired or otherwise been released or satisfied undrawn and, as a result, the total amount of funds in the Cash Collateral Account, for a term to be determined by the Administrative Agentas of such date, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit exceeds 105% of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit aggregate amount of LC Issuing Banks and Exposure, as of such date, then (i) the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawingsAgent shall, upon being madeany request therefor from the Company, then, in any direct the Depository Bank to transfer such event, the Administrative Agent may apply the amounts then excess of funds on deposit in the Cash Collateral Account (any such amount, “Unused Cash Collateral”) into the Collateral Account, toward the payment ; and (ii) such Unused Cash Collateral shall be applied in full of any accordance with Section 2.09 of the LC Outstandings as Credit Agreement and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateSection 6.02.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “"Cash Collateral Account”") described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything (i) If the Borrower is required to deposit funds in the Cash Collateral Account pursuant to Sections 2.5(c), 2.16, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrower and the Administrative Agent shall establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower hereby pledges to the contrary contained hereinAdministrative Agent and grants the Administrative Agent a security interest in the Cash Collateral Account, no notice given or declaration made whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the Secured Obligations. (ii) Funds held in the Cash Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent pursuant at the request of the Issuing Lender to this Article VI shall affect (i) any reimbursement or other obligations under Letters of Credit that exist or occur. To the obligation of extent that any LC Issuing Bank to make any payment under any surplus funds are held in the Cash Collateral Account above the Letter of Credit in accordance with Exposure during the terms existence of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingthe Administrative Agent may (A) hold such surplus funds in the Cash Collateral Account as cash collateral for the Secured Obligations or (B) apply such surplus funds to any Secured Obligations in any manner directed by the Required Lenders. If no Default exists, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount release any surplus funds held in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall above the Letter of Credit Exposure to the Borrower at all times be free and clear of all rights or claims of third parties. The the Borrower’s written request. (iii) Funds held in the Cash Collateral Account shall may be invested in Liquid Investments maintained with the Administrative Agent in the name ofwith, and under the sole dominion and control of, the Administrative Agent, and amounts deposited Agent or in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited another investment if mutually agreed upon by the Borrower in the Cash Collateral Account, for a term to be determined by and the Administrative Agent, in its sole discretion. The Borrower hereby grants to but the Administrative Agent for the benefit shall have no obligation to make any investment of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the funds therein. The Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, shall exercise reasonable care in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own property, it being understood that the Cash Collateral Account and the funds therein Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything (i) If the Borrower is required to deposit funds in the Cash Collateral Account pursuant to Sections 2.2(g), 2.4(c), 2.14, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrower and the Administrative Agent shall establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority, perfected Lien in such account and the funds therein. The Borrower hereby pledges to the contrary contained hereinAdministrative Agent and grants the Administrative Agent a security interest in the Cash Collateral Account, no notice given or declaration made whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the Secured Obligations. The Borrower hereby agrees to take such actions as the Administrative Agent may reasonably request to maintain a first priority security interest in all the Cash Collateral Account and such Cash Collateral as security for the Secured Obligations and as security for the Defaulting Lenders’ obligation to fund participations in respect of Letter of Credit Exposure, to be applied pursuant to Section 2.2(i)(ii) below. (ii) Funds held in the Cash Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent pursuant at the request of the Issuing Lender to this Article VI shall affect (i) any reimbursement or other obligations under Letters of Credit that exist or occur. To the obligation of extent that any LC Issuing Bank to make any payment under any surplus funds are held in the Cash Collateral Account above the Letter of Credit in accordance with Exposure during the terms existence of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingthe Administrative Agent may (A) hold such surplus funds in the Cash Collateral Account as cash collateral for the Secured Obligations or (B) apply such surplus funds to any Secured Obligations in any manner directed by the Majority Lenders. If no Default exists, then at the Borrower’s written request, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount release any surplus funds held in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at above the sum of (x) 105% of the Letter of Credit Exposure and (y) all times be free and clear Defaulting Lenders’ Revolving Pro Rata Share of all rights outstanding Swing Line Advances other than Swing Line Advances as to which such Defaulting Lender’s participation obligation has been funded by it or claims of third parties. The reallocated to other Lenders. (iii) Funds held in the Cash Collateral Account shall may be invested in Liquid Investments maintained with the Administrative Agent in the name ofwith, and under the sole dominion and control of, the Administrative Agent, and amounts deposited Agent or in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited another investment if mutually agreed upon by the Borrower in the Cash Collateral Account, for a term to be determined by and the Administrative Agent, in its sole discretion. The Borrower hereby grants to but the Administrative Agent for the benefit shall have no obligation to make any investment of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the funds therein. The Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, shall exercise reasonable care in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own property, it being understood that the Cash Collateral Account and the funds therein Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything (i) If the Borrower is required to deposit funds in the Cash Collateral Account pursuant to the contrary contained hereinterms hereof, no notice given or declaration made then the Borrower and the Administrative Agent shall establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the Secured Obligations. (ii) Funds held in the Cash Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent pursuant at the request of the Issuing Lender to this Article VI shall affect (i) any reimbursement or other obligations under Letters of Credit that exist or occur. To the obligation of extent that any LC Issuing Bank to make any payment under any surplus funds are held in the Cash Collateral Account above the Letter of Credit in accordance with Exposure during the terms existence of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred the Administrative Agent may (A) hold such surplus funds in the Cash Collateral Account as cash collateral for the Secured Obligations or (B) apply such surplus funds to any Secured Obligations in any manner directed by the Majority Lenders. If no Default exists and is continuingno Borrowing Base Deficiency exists, then at the Borrower’s written request, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount promptly release any surplus funds held in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free above the sum of (x) 105% of the Letter of Credit Exposure and clear (y) each Defaulting Lender’s Pro Rata Share of all rights outstanding Swingline Advances other than Swingline Advances as to which such Defaulting Lender’s participation obligation has been funded by it or claims of third parties. The reallocated to other Lenders but only to the extent such funds were provided by the Borrower and not a Defaulting Lender. (iii) Funds held in the Cash Collateral Account shall may be invested in Liquid Investments maintained with the Administrative Agent in the name ofwith, and under the sole dominion and control of, the Administrative Agent, and amounts deposited Agent or in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited another investment if mutually agreed upon by the Borrower in the Cash Collateral Account, for a term to be determined by and the Administrative Agent, in its sole discretion. The Borrower hereby grants to but the Administrative Agent for the benefit shall have no obligation to make any investment of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the funds therein. The Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, shall exercise reasonable care in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own property, it being understood that the Cash Collateral Account and the funds therein Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything to 8.06.1. As collateral security for the contrary contained herein, no notice given or declaration made by prompt payment in full when due of all M&T Advances and the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingother Obligations, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice Borrowers hereby pledge and grant to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in for the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by ratable benefit of the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Bank and the Lenders as provided herein, a Lien security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, in and to the Cash Collateral Account and all funds the balances from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case Cash Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Cash Collateral Account shall not constitute payment of subsequent drawings, upon being made, then, in any such event, M&T Advances until applied by the Administrative Agent may apply as provided herein or the amounts then L/C Obligations until applied by the Issuing Bank as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Cash Collateral Account shall be subject to withdrawal only as provided in this Section. 8.06.2. Amounts on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as Account shall be invested and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, reinvested by the Administrative Agent in such Cash Equivalents as the Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Administrative Agent for the ratable benefit of the Administrative Agent, the Issuing Bank and the Lenders; provided, that all earnings on such investments will repay be credited to and reassign to retained in the Borrower Cash Collateral Account. The Administrative Agent shall exercise reasonable care in the custody and preservation of any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited with the Administrative Agent, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Cash Collateral Account. 8.06.3. If an Event of Default exists at the time that a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrowers and the Lenders authorize the Administrative Agent to use the monies deposited in the Cash Collateral Account for the purposes of Cash Collateralizing Letters of Credit to reimburse the Issuing Bank for the payment made by the Issuing Bank to the beneficiary with respect to such drawing. 8.06.4. If an Event of Default exists, the Administrative Agent may (and, if instructed by the Required Lenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such investments and reinvestments and apply the proceeds thereof to the Obligations in accordance with Section 8.05. Notwithstanding the foregoing, the Administrative Agent shall not be required to liquidate and release any such amounts if such liquidation or release would result in the amount available in the Cash Collateral Account to be less than the Stated Amount of all Letters of Credit and M&T Advances that remain outstanding. 8.06.5. The Borrowers shall pay to the Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the Cash Collateral Account and investments and reinvestments of funds therein. 8.06.6. The rights and remedies provided in this Agreement and in the funds therein other Credit Documents or otherwise under applicable Laws shall automatically terminatebe cumulative and the exercise of any particular right or remedy shall not preclude the exercise of any other rights or remedies in addition to, or as an alternative of, such right or remedy.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank Bank of America for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to (a) The Servicer may utilise the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect General Cash Collateral Amount: (i) to the obligation extent, in the amounts and for the purposes described in clause 22 (Cash Collateral Account) of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or Trust Agreement; (ii) following a Servicer Replacement Event, to the obligations of each Lender in respect of each such Letter of Credit; provided, however, extent that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, costs as a result of the Majority Lenders, upon notice to replacement of the Borrower, require Servicer cannot be covered by the Borrower to deposit with income from the Administrative Agent an amount investment of funds in the cash collateral account (Distribution Account and the “Cash Collateral Account”; and (iii) described below equal to the LC Outstandings extent and in the amount as agreed with its auditors for the purposes of the Clean-Up Call Option. (b) On each Payment Date, the Servicer will calculate the Interest Compensation Amount, the Interest Compensation Ledger Release Amount, the Interest Compensation Order of Priority Amount, the Interest Compensation Order of Priority Required Amount, the Buffer Top-Amount and the Buffer Top-Up Shortfall Amount. (c) If, on such dateany Payment Date, the Interest Compensation Amount is greater than the Interest Compensation Order of Priority Required Amount, then after accounting for any Buffer Top-Up Amount to be reallocated as Available Distribution Amount, the excess shall be credited to the Interest Compensation Ledger. Such The Interest Compensation Ledger will not form part of the General Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control ofAmount. (d) On each Payment Date, the Administrative AgentServicer will, and amounts deposited in by deducting the Cash Collateral Account shall bear interest at a rate equal to same from the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in Interest Compensation Ledger of the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants pay to the Administrative Agent for Seller the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateInterest Compensation Ledger Release Amount (if any).

Cash Collateral Account. Notwithstanding anything (i) If the Borrower is required to deposit funds in the Cash Collateral Account pursuant to Sections 2.2(a), 2.2(f), 2.4(c), 2.14, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrower and the Administrative Agent shall establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower hereby pledges to the contrary contained hereinAdministrative Agent and grants the Administrative Agent a security interest in the Cash Collateral Account, no notice given or declaration made whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the Secured Obligations. (ii) Funds held in the Cash Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent pursuant at the request of the Issuing Lender to this Article VI shall affect (i) any reimbursement or other obligations under Letters of Credit that exist or occur. To the obligation of extent that any LC Issuing Bank to make any payment under any surplus funds are held in the Cash Collateral Account above the Letter of Credit in accordance with Exposure during the terms existence of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingthe Administrative Agent may (A) hold such surplus funds in the Cash Collateral Account as cash collateral for the Secured Obligations or (B) apply such surplus funds to any Secured Obligations in any manner directed by the Majority Lenders. If no Default exists, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount release any surplus funds held in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall above the Letter of Credit Exposure to the Borrower at all times be free and clear of all rights or claims of third parties. The the Borrower’s written request. (iii) Funds held in the Cash Collateral Account shall may be invested in Liquid Investments maintained with the Administrative Agent in the name ofwith, and under the sole dominion and control of, the Administrative Agent, and amounts deposited Agent or in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited another investment if mutually agreed upon by the Borrower in the Cash Collateral Account, for a term to be determined by and the Administrative Agent, in its sole discretion. The Borrower hereby grants to but the Administrative Agent for the benefit shall have no obligation to make any investment of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the funds therein. The Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, shall exercise reasonable care in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own property, it being understood that the Cash Collateral Account and the funds therein Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any the LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority LendersLenders (except upon the occurrence of a Bankruptcy Event), upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank Wachovia for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Bank and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings obligations as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything At any time and from time to time after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given the Administrative Agent, at the direction or declaration made by with the consent of the Required Lenders, may require the Borrower, to deliver to the Administrative Agent pursuant such Dollar Amount of cash as is equal to this Article VI shall affect 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amounts to be held by the Administrative Agent in accordance with a Cash Collateral Account. The Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the terms Administrative Agent, for the benefit of such the Issuing Banks and the Revolving Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit or (ii) Usage, and for application to the obligations of each Lender in respect of each such Borrower’s Letter of Credit; providedCredit Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, howeverincluding the exclusive right of withdrawal, that if over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless an Event of Default has shall have occurred and is be continuing, in which case the Administrative Agent determination as to investments shall be made at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount option and in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear discretion of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent), and amounts deposited in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Borrower, to be applied against the Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply direct. If the amounts then on deposit in the Borrower is required to provide Cash Collateral Accountpursuant to this Section 2.04(l), toward such amount (to the payment in full of any of the LC Outstandings extent not applied as and when such obligations aforesaid) shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign be returned to the Borrower any cash then in on demand, provided that after giving effect to such return (A) the sum of (1) the aggregate principal dollar amount of all Revolving Loans outstanding at such time and (2) the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and (B) no Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide Cash Collateral Account and as a result of an Event of Default, such amount (to the Lien extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any the LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank Bank One for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Bank and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings Obligations as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (a) after the contrary contained hereinoccurrence and during the continuance of an Event of Default with respect to such Borrower, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of the Required Banks shall, require such Borrower to this Article VI shall affect deliver to the Administrative Agent such additional amount of cash as is equal to 102% of the aggregate Stated Amount of all Letters of Credit issued for the account of such Borrower at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (b) in accordance with the terms event of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.01(b), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts in each case under clauses (a) and (b) above to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal ). Each Borrower hereby grants to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, for the benefit of the Issuing Banks and the Banks, a Lien upon and security interest in its Cash Collateral Account and all amounts deposited held therein from time to time as security for Letter of Credit Exposure with respect to such Borrower, and for application to such Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Amounts in the Cash Collateral Account shall not bear interest interest. In the event of a drawing, and subsequent payment by any Issuing Bank, under any Letter of Credit at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Banks for a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks applicable Borrower, to be applied against such Borrower’s Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply the amounts then on deposit in the direct. If any Borrower is required to provide Cash Collateral Accountpursuant to Section 2.01(b), toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullamount, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the extent not applied as aforesaid, shall be returned to such Borrower on demand, provided that after giving effect to such return (i) the aggregate Revolving Credit Exposure would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default with respect to such Borrower shall have occurred and be continuing at such time. If any cash then in the Borrower is required to provide Cash Collateral Account and as a result of an Event of Default with respect to such Borrower, such amount (to the Lien extent not applied as aforesaid) shall be returned to such Borrower within three (3) Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault with respect to such Borrower have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require If the Borrower is required to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds in the Cash Collateral Account pursuant to Sections 2.4(b) or (c), 7.2(b), or 7.3(b), then the Borrower and the Agent shall bear establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Agent’s standard form assignment of deposit accounts, that the Agent requests in connection therewith to establish the Cash Collateral Account and grant the Agent a first priority security interest at a rate equal in such account and the funds therein. The Borrower hereby pledges to the rate generally offered by Citibank for deposits equal to Agent and grants the amount deposited by the Borrower Agent a security interest in the Cash Collateral Account, for a term to be determined by the Administrative Agentwhenever established, all funds held in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect time, and all proceeds thereof as security for the payment of Letters the Obligations. (ii) So long as no Event of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orDefault exists, in (A) the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (B) the Agent shall release to the Borrower at the Borrower’s written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any Event of Default, the Agent may apply any funds held in the Cash Collateral Account to the Obligations in any order determined by the Agent, regardless of any Letter of Credit Exposure which may remain outstanding. The Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account, toward . (iii) The Agent shall exercise reasonable care in the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Lien of Agent accords its own property, it being understood that the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require If the Borrower is required to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds in the Cash Collateral Account pursuant to Section 2.05(b), 7.02(b), or 7.03(b), then the Borrower and the Issuing Lender shall bear establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent's standard form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest at a rate equal in such account and the funds therein. The Borrower hereby pledges to the rate generally offered by Citibank for deposits equal to Administrative Agent and grants the amount deposited by the Borrower Administrative Agent a security interest in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for a term the payment of the Obligations. (ii) So long as no Default or Event of Default exists, (A) the Administrative Agent may apply the funds held in the Cash Collateral Account only to be the reimbursement of any Letter of Credit Obligations, and (B) the Administrative Agent shall release to the Borrower at the Borrower's written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any Event of Default, the Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in any order determined by the Administrative Agent, regardless of any Letter of Credit Exposure that may remain outstanding. The Administrative Agent may in its sole discretion. The Borrower hereby grants discretion at any time release to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all Borrower any funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit held in the Cash Collateral Account, toward . (iii) The Administrative Agent shall exercise reasonable care in the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own Property, it being understood that the Cash Collateral Account and the funds therein Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (a) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of the Required Banks shall, require Borrower to this Article VI shall affect deliver to the Administrative Agent such additional amount of cash as is equal to 102% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (b) in accordance with the terms event of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.01(b), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts in each case under clauses (a) and (b) above to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal ). Borrower hereby grants to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, for the benefit of the Issuing Bank and the Banks, a Lien upon and security interest in the Cash Collateral Account and all amounts deposited held therein from time to time as security for Letter of Credit Exposure, and for application to Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Amounts in the Cash Collateral Account shall not bear interest at interest. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Bank for a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of Borrower, to be applied against the LC Issuing Banks Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Accountdirect. If Borrower is required to provide cash collateral pursuant to Section 2.01(b), toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullamount, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the extent not applied as aforesaid, shall be returned to Borrower any on demand, provided that after giving effect to such return (i) the aggregate Revolving Credit Exposure would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If Borrower is required to provide cash then in collateral as a result of an Event of Default, such amount (to the Cash Collateral Account and the Lien extent not applied as aforesaid) shall be returned to Borrower within three (3) Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (i) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of the Required Dollar Lenders shall, require the Borrower to this Article VI shall affect deliver to the Administrative Agent such additional amount of cash as is equal to 100% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit in accordance with the terms of shall have drawn or be entitled at such Letter of Credit or time to draw thereunder) and (ii) in the obligations event of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.6(b), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion). The Borrower hereby grants to the Administrative Agent Agent, for the benefit of the LC Issuing Banks Lender and the Lenders Dollar Lenders, a Lien upon and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on deposit therein to secure its reimbursement obligations the investment of such amounts in respect Cash Equivalents, which investments shall be made at the direction of Letters the Borrower (unless a Default or Event of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orDefault shall have occurred and be continuing, in which case the case determination as to investments shall be made at the option and in the discretion of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts then on deposit are held in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign deliver to the Borrower any cash then Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Lien Issuing Lender for all of its obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to Section 2.6(b), such amount (including interest), to the extent not applied as aforesaid, shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the Cash Collateral Account Aggregate Revolving Dollar Credit Exposure would not exceed the aggregate Dollar Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the funds therein Borrower is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall automatically terminatebe returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. Notwithstanding anything to (a) Within 90 days after the contrary contained hereindate hereof, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Borrower shall affect establish (i) a post office box, as designated by Agent (the obligation “Lockbox”), over which Agent shall have exclusive and unrestricted access; and (ii) a cash collateral account at PWB in Borrower’s name (the “Cash Collateral Account”), over which PWB and Agent shall have exclusive and unrestricted access. Commencing within 90 days after the date hereof and continuing at all times thereafter, Borrower shall immediately deposit any funds received by Borrower from any source (including without limitation all proceeds of any LC Issuing Bank Accounts and all other Collateral) into the Cash Collateral Account, and Borrower shall direct all of its Account Debtors (i) to make any payment under any Letter wire or other electronic transfer of Credit in accordance with funds owing to Borrower directly to the terms of such Letter of Credit or Cash Collateral Account, and (ii) to mail or deliver all checks or other forms of payment for amounts owing to Borrower to the obligations Lockbox. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall immediately be directed to the Lockbox. Agent shall collect the mail delivered to the Lockbox, open such mail, and endorse and deposit all items to the Cash Collateral Account. (b) All funds flowing through the Lockbox shall automatically be transferred to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives from Account Debtors despite the directions to make payments to the Cash Collateral Account, and immediately deliver such payments to PWB in their original form as received from the payor, with proper endorsements for deposit into the Cash Collateral Account. Borrower irrevocably authorizes Agent and Lenders to transfer to the Cash Collateral Account any funds from Account Debtors that have been deposited into any other accounts of each Lender Borrower or that Borrower has received by wire transfer, check, cash, or otherwise. Agent for the benefit of Lenders shall have all right, title and interest in respect all of each the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Agent for the benefit of Lenders. (c) Agent and PWB shall transfer all sums collected in the Cash Collateral Account into Borrower’s operating account maintained with PWB, promptly after receipt of such Letter of Credit; providedsums in immediately available funds, however, provided that if an a Default or Event of Default has occurred and is continuing, the Administrative Agent shall at have the request, or may with the consent, of the Majority Lenders, upon notice right to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and apply amounts deposited held in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit outstanding balance of the LC Issuing Banks and the Lenders Obligations on a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatedaily basis.

Cash Collateral Account. Notwithstanding anything Upon the Bank’s demand therefor with respect to any given Letter of Credit, and in the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation case of any LC Issuing Bank to make any payment under any Letter of Credit which expires according to its terms after the Maturity Date of the Revolving Credit Facility, the Borrower shall Cash Collateralize such Letter of Credit in accordance with an amount equal to 110% of the terms sum of aggregate undrawn amounts of such Letter of Credit plus all related fees and other amounts due or (ii) the obligations of each Lender to become due in respect of each connection with such Letter of Credit; provided, however, that if an Event of Default has occurred Credit and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice related LC Obligations. The Borrower hereby pledges to the Borrower, require Bank and grants to the Borrower to deposit with the Administrative Agent an amount Bank a security interest in all Cash Collateral held in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at from time to time and all times be free and clear proceeds thereof, as security for the payment of all rights Obligations, whether or claims of third partiesnot then due or payable. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts From time to time after cash is deposited in the Cash Collateral Account shall bear interest (which Cash Collateral Account may, in the Bank’s sole discretion, be a separate, segregated account maintained at a rate equal the Bank), the Bank may apply Cash Collateral then held in the Cash Collateral Account to the rate generally offered by Citibank for deposits equal to payment of any amounts, in such order as the amount deposited Bank may elect, as shall be or shall become due and payable by the Borrower to the Bank with respect to the LC Obligations. Neither the Borrower nor any other Person claiming by, thru, under or on behalf of the Borrower shall have any right to withdraw any of the Cash Collateral held in the Cash Collateral Account, for a term to be determined by provided that upon termination or expiration of all Letters of Credit and the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit payment and satisfaction of all of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its rightObligations, title and interest in, the any Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then remaining in the Cash Collateral Account and shall be returned to the Lien Borrower unless an Event of Default then exists (in which event the Administrative Agent on the Bank may apply such Cash Collateral Account and to the funds therein shall automatically terminatepayment of any other Obligations outstanding, with any surplus to be turned over to the Borrower).

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any the LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”"CASH COLLATERAL ACCOUNT") described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank Wachovia for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Bank and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings Obligations as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower If Borrowers are required to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds in the Cash Collateral Account pursuant to Sections 7.02(b) or 7.03(b), then Borrowers and Lender shall bear establish the Cash Collateral Account and Borrowers shall execute any documents and agreements, including Lender’s standard form assignment of deposit accounts, that Lender reasonably requests in connection therewith to establish the Cash Collateral Account and grant Lender a first priority security interest at in such account and the funds therein. Each Borrower hereby pledges to Lender and grants Lender a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower security interest in the Cash Collateral Account, for a term to be determined by the Administrative Agentwhenever established, all funds held in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect time, and all proceeds thereof as security for the payment of Letters the Total Obligations. (ii) So long as no Default or Event of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orDefault exists, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent (A) Lender may apply the amounts then on deposit funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (B) Lender shall release to Borrowers at Borrowers’ written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any Default or Event of Default, Lender may apply any funds held in the Cash Collateral Account to the Obligations in any order determined by Lender, regardless of any Letter of Credit Exposure that may remain outstanding. Lender may in its sole discretion at any time release to Borrowers any funds held in the Cash Collateral Account, toward . (iii) Lender shall exercise reasonable care in the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account which shall bear interest or be invested in Lender’s reasonable discretion and the Lien of the Administrative Agent on the Cash Collateral Account and the Lender shall be deemed to have exercised such care if such funds therein are accorded treatment substantially equivalent to that which Lender accords its own Property, it being understood that Lender shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything to (a) The Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the contrary contained herein, no notice given or declaration made by Indenture Trustee in the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, name of the Majority LendersTrust, upon notice to on behalf of the BorrowerTrust, require for the Borrower to deposit with benefit of the Administrative Agent an amount in the cash collateral Series 20[•]-[•] Noteholders, a segregated trust account (the “Cash Collateral Account”) described below equal ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 20[•]-[•] Noteholders. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the LC Outstandings on such date. Such Cash Collateral Account shall at and in all times be free and clear of all rights or claims of third partiesproceeds thereof. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control ofof the Indenture Trustee for the benefit of the Series 20[•]-[•] Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible Institution, the Administrative AgentTransferor shall notify the Indenture Trustee, and amounts the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Cash Collateral Account meeting the conditions specified above with an Eligible Institution, and shall transfer any cash or any investments to such new Cash Collateral Account. (b) [On the Closing Date, Transferor shall deposit $[•] in immediately available funds into the Cash Collateral Account.] [On each day on which funds are released from the Pre-Funding Account pursuant to subsection 4.18(d), funds so released, to the extent available for such purpose, shall be deposited into the Cash Collateral Account up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount on such date of determination.] In addition, if on any Transfer Date, the Available Cash Collateral Amount is less than the Required Cash Collateral Amount then in effect, Available Finance Charge Collections, to the extent available for such purpose, shall be deposited in the Cash Collateral Account shall bear interest at a rate equal pursuant to the rate generally offered by Citibank for deposits subsection 4.4(a)(ix) up to an amount equal to the amount deposited by which the Borrower in the Required Cash Collateral Account, for a term to be determined by Amount exceeds the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Available Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of CreditAmount. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then Funds on deposit in the Cash Collateral Account, toward Account shall be invested at the payment in full of any written direction of the LC Outstandings as and when such obligations shall become due and payableServicer by the Indenture Trustee in Eligible Investments. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be retained in the Cash Collateral Account (to the extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the Lien balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Cash Collateral Account for any reason under this Indenture Supplement, except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, Servicer shall calculate the amount (the “Required Draw Amount”) by which the sum of the Administrative Agent amounts required to be distributed pursuant to subsections 4.4(a)(i) through (vi) with respect to the related Transfer Date exceeds the amount of Available Finance Charge Collections with respect to the related Monthly Period. If the Required Draw Amount for any Transfer Date is greater than zero, Servicer shall give written notice to the Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to subsections 4.4(a)(i) through (vi) (in the order of priority set forth in subsection 4.4(a)). (d) On (i) any Transfer Date and (ii) the last day of the Funding Period, if after giving effect to all deposits to and withdrawals from the Cash Collateral Account on such date, the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw an amount equal to such excess from the Cash Collateral Account and (i) deposit such amounts in the Spread Account, to the extent that funds therein shall automatically terminateon deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(c) to the Transferor.]

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrower shall, on Fleet's or Agent's request, forthwith deposit with Agent, in cash, an amount equal to the aggregate amount of LC Outstandings. If Borrower fails to make such deposit on the first Business Day following Agent's or Fleet's demand therefor, Lenders may with the consent, (and shall upon direction of the Majority Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrower to Agent or any Lender with respect to the LC Outstandings that may be then outstanding. Neither Borrower nor any other Person claiming by, through or under or on such date. Such behalf of Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrower).

Cash Collateral Account. Notwithstanding anything to (a) Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the contrary contained hereinTrustee, no notice given or declaration made by in the Administrative Agent pursuant to this Article VI shall affect (i) the obligation name of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; providedTrustee, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, as a Series Account on behalf of the Majority LendersInvestor Holders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral a segregated trust account (the “Cash Collateral Account”) described below equal bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor Holders. In order to provide for the prompt payment to the LC Outstandings on such date. Such Investor Holders, to assure availability of the amounts maintained in the Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall at hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. Trustee shall possess all times be free right, title and clear of interest in all rights or claims of third partiesfunds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control ofof Trustee for the benefit of the Investor Holders. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible Institution, the Administrative AgentTransferor shall notify Trustee, and Trustee upon being notified (or Servicer on its behalf) shall within 10 Business Days establish a new Cash Collateral Account meeting the conditions specified above, and shall transfer any cash or any investments to such new Cash Collateral Account. Trustee, at the direction of Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts deposited and at the times set forth in this Series Supplement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. (b) Funds on deposit in the Cash Collateral Account from time to time shall be invested and/or reinvested at the specific written direction of Servicer by Trustee in Eligible Investments that will mature so that such funds will be available for withdrawal on the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity unless prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment. Trustee shall maintain for the benefit of the Investor Holders possession of the negotiable instruments or securities, if any, evidencing such Eligible Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall bear interest at a rate equal be treated as Collections of Finance Charge Receivables allocated to the rate generally offered by Citibank Invested Amount and shall be part of Available Funds for deposits equal to such Transfer Date. For purposes of determining the amount deposited by availability of funds or the Borrower balances in the Cash Collateral AccountAccount for any reason under this Series Supplement, for a term all investment earnings on such funds shall be deemed not to be determined available or on deposit. (c) On each Determination Date, Servicer shall calculate the amount (the “Required Draw Amount”) by which the Administrative Agent, sum of the amounts specified in its sole discretion. The Borrower hereby grants clauses (i) through (xv) of Section 4.11(a) with respect to the Administrative Agent related Transfer Date exceeds the amount of Available Funds allocated with respect to the related Monthly Period. In the event that for any Transfer Date the benefit of the LC Issuing Banks Required Draw Amount is greater than zero, Servicer shall give written notice to Trustee and the Lenders a Lien in and hereby assigns Investor Holders of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its rightAvailable Cash Collateral Amount, title and interest in, shall be withdrawn from the Cash Collateral Account and all funds from time distributed to time on deposit therein fund any deficiency pursuant to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, Section 4.11(a)(i) through (xv) (in the case order of subsequent drawingspriority set forth in Section 4.11(a)). (d) If, upon being made, then, in after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to any such eventTransfer Date, the Administrative Agent may apply the amounts then amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, Trustee, acting in accordance with the instructions of Servicer, shall withdraw an amount equal to such excess from the Cash Collateral Account, toward and (i) deposit such amounts in the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullSpread Account, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in extent that the Spread Account Amount is less than the Spread Account Cap and (ii) distribute such amounts remaining after application pursuant to subsection 4.20 (c) to the Transferor. (e) On each Transfer Date, Available Funds for the related Monthly Period, to the extent available for such purpose, will be deposited into the Cash Collateral Account and in accordance with Section 4.11(a)(xvi). In addition, the Lien of the Administrative Agent on Transferor may, in its discretion, deposit additional amounts into the Cash Collateral Account and the funds therein shall automatically terminatefrom time to time.

Cash Collateral Account. Notwithstanding anything The Borrowers shall establish a Cash Collateral Account in which to deposit Collateral consisting of cash or Cash Equivalents from time to time (i) representing payments received pursuant to SECTION 5.11 in excess of then outstanding Revolving Credit Loans or on account of Eurodollar Rate Loans which would otherwise result in repayment of such Loans prior to the contrary contained herein, no notice given or declaration made by end of the Interest Period applicable thereto, (ii) with respect to Letter of Credit Obligations (x) at the request of the Administrative Agent upon the occurrence of an Event of Default, or (y) for the purposes set forth in SECTION 5.8 in the event of termination of this Agreement, or (iii) for any other purpose appropriate under this Agreement to provide security for the Secured Obligations. On the last day of the applicable Interest Period as to any amounts deposited to the Cash Collateral Account pursuant to this Article VI shall affect CLAUSE (iI) the obligation of any LC Issuing Bank to make any payment above or if a drawing under any a Letter of Credit in accordance occurs with respect to any amounts deposited to the terms of such Letter of Credit or Cash Collateral Account pursuant to CLAUSE (iiII) above, the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, Borrowers hereby authorize the Administrative Agent shall at to use the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount monies deposited in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights to make payment to the payee(s) with respect to such Loan or claims of third partiesdrawing. The Cash Collateral Account shall be maintained with in the name of the Administrative Agent in and the name of, and under the Administrative Agent shall have sole dominion and control ofover, and sole access to, the Administrative Agent, and amounts deposited Cash Collateral Account. Neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right to withdraw any of the funds held in the Cash Collateral Account. The Borrowers agree that they will not at any time (x) sell or otherwise dispose of any interest in the Cash Collateral Account shall bear interest at a rate equal or any funds held therein or (y) create or permit to exist any Lien upon or with respect to the rate generally offered Cash Collateral Account or any funds held therein, except as provided in or contemplated by Citibank this Agreement. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited with the Administrative Agent, it being understood that the Administrative Agent shall not have any responsibility for deposits equal taking any necessary steps to the amount deposited by the Borrower preserve rights against any parties with respect to any funds held in the Cash Collateral Account, for a term . Subject to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to right of the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, withdraw funds from the Cash Collateral Account as provided herein, the Administrative Agent will, so long as no Event of Default shall have occurred and all funds be continuing, from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then invest funds on deposit in the Cash Collateral Account, toward the payment in full reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, in each case, in Cash Equivalents, as the Borrowers may direct prior to the occurrence of the LC Outstandings an Event of Default and as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay may select after the occurrence and reassign to during the Borrower continuance of any cash then Event of Default. Such proceeds, interest and income which are not so invested or reinvested in Cash Equivalents shall be deposited and held by the Administrative Agent in the Cash Collateral Account and the Lien of the Account. The Administrative Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the Cash Collateral Account and the funds therein shall automatically terminateterms set forth in this SECTION 5.16.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (a) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of the Required Banks shall, require Borrower to this Article VI shall affect deliver to the Administrative Agent such additional amount of cash as is equal to 102% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (b) in accordance with the terms event of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.01(b), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts in each case under clauses (a) and (b) above to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal ). Borrower hereby grants to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, for the benefit of the Issuing Banks and the Banks, a Lien upon and security interest in the Cash Collateral Account and all amounts deposited held therein from time to time as security for Letter of Credit Exposure, and for application to Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Amounts in the Cash Collateral Account shall not bear interest interest. In the event of a drawing, and subsequent payment by any Issuing Bank, under any Letter of Credit at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Banks for a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of Borrower, to be applied against the LC Issuing Banks Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Accountdirect. If Borrower is required to provide cash collateral pursuant to Section 2.01(b), toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullamount, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the extent not applied as aforesaid, shall be returned to Borrower any on demand, provided that after giving effect to such return (i) the aggregate Revolving Credit Exposure would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If Borrower is required to provide cash then in collateral as a result of an Event of Default, such amount (to the Cash Collateral Account and the Lien extent not applied as aforesaid) shall be returned to Borrower within three (3) Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything to (a) As collateral security for the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation prompt payment in full when due of any LC Issuing Bank to make any payment under any all Letter of Credit in accordance with Liabilities and the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; providedother Obligations and Hedge Obligations, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby pledges and grants to the Administrative Agent Agent, for the ratable benefit of the LC Issuing Banks Agent, the Lenders, and the Lenders Lender Hedge Providers as provided herein, a Lien security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, in and to the Cash Collateral Account and all funds the balances from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case Cash Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Cash Collateral Account shall not constitute payment of subsequent drawingsany Letter of Credit Liabilities until applied by the Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, upon being made, then, funds held in any such event, the Administrative Agent may apply the amounts then Cash Collateral Account shall be subject to withdrawal only as provided in this section. (b) Amounts on deposit in the Cash Collateral Account, toward Account shall be invested and reinvested by the payment Agent in full such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Agent for the ratable benefit of the Lenders. The Agent shall exercise reasonable care in the custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Lien Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Cash Collateral Account. (c) If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower and the Lenders authorize the Agent to use the monies deposited in the Cash Collateral Account to make payment to the beneficiary with respect to such drawing or the payee with respect to such presentment. (d) If an Event of Default exists, the Majority Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and apply proceeds thereof to the Obligations and Hedge Obligations in accordance with §12.5. (e) So long as no Default or Event of Default exists, and to the extent amounts on deposit in the Cash Collateral Account exceed the aggregate amount of the Administrative Letter of Credit Liabilities then due and owing and the pro rata share of any Letter of Credit Obligations of any Defaulting Lender after giving effect to §14.16, the Agent on shall, from time to time, at the request of the Borrowers, deliver to the Borrowers within 10 Business Days after the Agent’s receipt of such request from the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Cash Collateral Account as exceed the aggregate amount of the Letter of Credit Liabilities at such time. (f) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent’s administration of the Cash Collateral Account and investments and reinvestments of funds therein. Borrower authorizes Agent to file such financing statements as Agent may reasonably require in order to perfect Agent’s security interest in the funds therein Cash Collateral Account, and Borrowers shall automatically terminatepromptly upon demand execute and deliver to Agent such other documents as Agent may reasonably request to evidence its security interest in the Cash Collateral Account.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI The Borrower shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such establish a Cash Collateral Account shall at all times be free and clear in which to deposit Collateral consisting of all rights cash or claims of third partiesCash Equivalents from time to time. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, of the Agent and under the Agent shall have sole dominion and control ofover, and sole access to, the Administrative Agent, and amounts deposited Cash Collateral Account. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Cash Collateral Account. The Borrower agrees that it will not at any time (x) sell or otherwise dispose of any interest in the Cash Collateral Account shall bear interest at a rate equal or any funds held therein or (y) create or permit to exist any Lien upon or with respect to the rate generally offered Cash Collateral Account or any funds held therein, except as provided in or contemplated by Citibank this Agreement. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for deposits equal taking any necessary steps to the amount deposited by the Borrower preserve rights against any parties with respect to any funds held in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants Subject to the Administrative Agent for the benefit right of the LC Issuing Banks and the Lenders a Lien in and hereby assigns Agent to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, withdraw funds from the Cash Collateral Account as provided herein, the Agent will, so long as no Default or Event of Default shall have occurred and all funds be continuing, from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then invest funds on deposit in the Cash Collateral Account, toward the payment in full reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, in each case, in Cash Equivalents, as the Borrower may direct prior to the occurrence of a Default or Event of Default and as the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, Agent may select after the termination occurrence and during the continuance of a Default or Event of Default. Such proceeds, interest and income which are not so invested or reinvested in Cash Equivalents shall be deposited and held by the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account Account. The Agent makes no representation or warranty as to, and shall not be responsible for, the Lien rate of the Administrative Agent return, if any, earned in any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the Cash Collateral Account and the funds therein shall automatically terminateterms set forth in this SECTION 3.16.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require If the Borrower is required to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds in the Cash Collateral Account shall bear interest at a rate equal pursuant to the rate generally offered by Citibank for deposits equal to the amount deposited by Sections 2.05(b), 7.02(b), or 7.03(b), then the Borrower in and the Issuing Lender shall establish the Cash Collateral AccountAccount and the Borrower shall execute any documents and agreements, for including the Issuing Lender's standard form assignment of deposit accounts, that the Issuing Lender requests in connection therewith to establish the Cash Collateral Account and grant the Issuing Lender a term to be determined by first priority security interest in such account and the Administrative Agent, in its sole discretionfunds therein. The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the LC Administrative Agent, the Issuing Banks Lender and the Lenders a Lien security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders Cash Collateral Account, whenever established, all of its right, title and interest in, funds held in the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect time, and all proceeds thereof as security for the payment of Letters the Obligations. (ii) So long as no Default or Event of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orDefault Exists, (A) the Administrative Agent may apply the funds held in the case Cash Collateral Account only to the reimbursement of subsequent drawingsany Letter of Credit Obligations, upon being madeand (B) the Administrative Agent shall release to the Borrower at the Borrower's written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, then, in if any (immediately prior to the release of any such eventfunds), of the total amount of funds held in the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any Default or Event of Default, the Administrative Agent may apply the amounts then on deposit any funds held in the Cash Collateral AccountAccount to the Obligations in accordance with Section 7.06, toward the payment in full regardless of any Letter of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Credit Exposure that may remain outstanding. (iii) The Administrative Agent will repay shall exercise reasonable care in the custody and reassign to the Borrower preservation of any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own Property, it being understood that the Cash Collateral Account and the funds therein Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require If the Borrower is required to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds in the Cash Collateral Account pursuant to Section 2.05(b), 7.02(b), or 7.03(b), then the Borrower and the Administrative Agent shall bear establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest at a rate equal in such account and the funds therein. The Borrower hereby pledges to the rate generally offered by Citibank for deposits equal to Administrative Agent and grants the amount deposited by the Borrower Administrative Agent a security interest in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for a term the payment of the Obligations. (ii) So long as no Default or Event of Default exists, (A) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (B) the Administrative Agent shall release to the Borrower at the Borrower’s written request any funds held in the Cash Collateral Account in excess of the amount required to be on deposit to cure a Borrowing Base Deficiency pursuant to Section 2.05(b). During the existence of any Default or Event of Default, the Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in any order determined by the Administrative Agent, regardless of any Letter of Credit Exposure that may remain outstanding. The Administrative Agent may in its sole discretion. The Borrower hereby grants discretion at any time release to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all Borrower any funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit held in the Cash Collateral Account, toward . (iii) The Administrative Agent shall exercise reasonable care in the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own Property, it being understood that the Cash Collateral Account and the funds therein Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require If the Borrower is required to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds in the Cash Collateral Account pursuant to Sections 2.05(b), 7.02(b), or 7.03(b), then the Borrower and the Agent shall bear establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Agent's standard form assignment of deposit accounts, that the Agent requests in connection therewith to establish the Cash Collateral Account and grant the Agent a first priority security interest at a rate equal in such account and the funds therein. The Borrower hereby pledges to the rate generally offered by Citibank for deposits equal to Agent and grants the amount deposited by the Borrower Agent a security interest in the Cash Collateral Account, for a term to be determined by the Administrative Agentwhenever established, all funds held in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect time, and all proceeds thereof as security for the payment of Letters the Obligations. (ii) So long as no Event of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orDefault Exists, in (A) the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (B) the Agent shall release to the Borrower at the Borrower's written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any Event of Default, the Agent may apply any funds held in the Cash Collateral Account to the Obligations in any order determined by the Agent, regardless of any Letter of Credit Exposure which may remain outstanding. The Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account, toward . (iii) The Agent shall exercise reasonable care in the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Lien of Agent accords its own property, it being understood that the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinThe Borrower shall, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) subject to the obligation of any LC Issuing Bank next sentence, within 10 days prior to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or Maturity Date and (ii) the obligations of each Lender in respect of each such Letter of Credit; providedat any time, however, that if an Event of Default has occurred and is continuing, on the Business Day the Borrower receives written notice from an Issuing Lender or the Administrative Agent shall at that collateralization is being required pursuant to Section 7.2(b) or Section 7.3(b), either (A) provide Cash Collateral in an amount equal to the request, Letter of Credit Exposure as of such date or may with the consent, (B) cause to be issued an irrevocable standby letter of credit in favor of the Majority Lenders, upon notice applicable Issuing Lender and issued by a bank or other financial institution acceptable to the Borrower, require the Borrower to deposit with such Issuing Lender and the Administrative Agent to support the full amount of the Letter of Credit Exposure as of such date. With respect to Letters of Credit having an expiry date that occurs after the Maturity Date, the Borrower shall, within 60 days prior to the Maturity Date, either (x) provide Cash Collateral in an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on Letter of Credit Exposure related to such Letters of Credit as of such date or (y) cause to be issued an irrevocable standby letter of credit in favor of the applicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing Lender and the Administrative Agent to support the full amount of the Letter of Credit Exposure related to such Letters of Credit as of such date. Such With respect to Letters of Credit issued in Foreign Currencies, if the Borrower elects to provide Cash Collateral Account shall pursuant to clause (A) above, then at all times be free and clear the election of all rights or claims of third parties. The Cash Collateral Account the Administrative Agent, the Borrower shall be maintained required to either (1) deposit cash with the Administrative Agent in the name of, and under Designated Currencies for the sole dominion and control of, Letters of Credit or (2) deposit cash with the Administrative Agent, and amounts deposited Agent in the Cash Collateral Account shall bear interest at a rate Dollars equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit Dollar Amount of the LC Issuing Banks Letter of Credit Exposure and, thereafter, deposit additional cash in Dollars at any time and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, as may be reasonably requested by the Administrative Agent may apply in order to protect against the amounts then on deposit in the Cash Collateral Account, toward the payment in full results of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateexchange rate fluctuations.

Cash Collateral Account. Notwithstanding anything (a) All amounts required to the contrary contained herein, no notice given or declaration made by the Administrative be deposited as cash collateral with Agent pursuant to this Article VI Section 2.3(a), Section 2.3(d) or Section 6.2 shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit be deposited in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the a cash collateral account (such account, and any replacement or supplemental account into which any such cash collateral may at any time be deposited, collectively, the “Cash Collateral Account”) described below equal established by Borrower with Agent and under the dominion and control of Agent, to be held or applied, or released for application, as provided in this Section 2.10. Borrower hereby grants to Agent, for the LC Outstandings ratable benefit of Agent, the L/C Issuer and the Banks, as security for the payment and performance of the Obligations, a security interest in and lien on (i) the Cash Collateral Account, (ii) all amounts now or at any time on deposit therein, (iii) all investment property or other financial assets from time to time credited thereto, and (iv) all proceeds of any of the foregoing, in whatever form. Upon the termination of the Commitments, the termination, expiration, drawing in full or cancellation of all outstanding L/Cs and payment in full of all Obligations, Agent (and the Banks, if required under applicable law) shall take, at Borrower’s expense, such date. Such actions as Borrower may reasonably request to effect the release of the security interest and lien granted pursuant to this clause (a). (b) If and when any portion of the L/C Obligations on which a deposit of cash collateral was based (the “Relevant Contingent Exposure”) shall become fixed (a “Direct Exposure”) as a result of the payment by the L/C Issuer of a draft presented under an L/C, the amount of such Direct Exposure (but not more than the amount in the Cash Collateral Account at the time) shall at all times be free and clear of all rights or claims of third parties. The withdrawn by Agent from the Cash Collateral Account and shall be maintained with paid to the Administrative Agent L/C Issuer to be applied against such Direct Exposure and the Relevant Contingent Exposure shall thereupon be reduced by such amount. If at any time the amount in the name of, and under Cash Collateral Account exceeds the sole dominion and control ofRelevant Contingent Exposure, the Administrative Agentexcess amount shall, so long as no Default or Event of Default shall have occurred and amounts deposited be continuing, be withdrawn by Agent and paid to Borrower. If a Default or an Event of Default shall have occurred and be continuing, such excess amount shall be retained in the Cash Collateral Account and, if and when requested by the Majority Banks during the continuance of an Event of Default, shall be withdrawn by Agent and applied to repay the Loans, Unreimbursed Drawings and other due and unpaid Obligations. Any amount remaining after payment of such Obligations in full shall be paid to Borrower. If at any time the amount in the Cash Collateral Account is less than the Relevant Contingent Exposure, Borrower shall promptly deposit in the Cash Collateral Account additional cash collateral in the amount of such shortfall. (c) Interest and other payments and distributions made on or with respect to the cash collateral held by Agent in the Cash Collateral Account shall bear interest at a rate be for the account of Borrower and shall constitute cash collateral to be held by Agent or returned to Borrower in accordance with clause (b) of this Section 2.10; provided that Agent shall have no obligation to invest any cash collateral on behalf of Borrower or any other Person. Beyond the exercise of reasonable care in the custody thereof, Agent shall have no duty as to any cash collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. Agent shall be deemed to have exercised reasonable care in the custody and preservation of the cash collateral in its possession if the cash collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the rate generally offered by Citibank cash collateral, or for deposits equal to the amount deposited by the Borrower any diminution in the Cash Collateral Accountvalue thereof, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit reason of the LC Issuing Banks act or omission of any agent or bailee selected by Agent in good faith. All expenses and the Lenders a Lien liabilities incurred by Agent in connection with taking, holding and hereby assigns disposing of any cash collateral (including customary custody and similar fees with respect to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds any cash collateral held directly by Agent) shall be paid by Borrower from time to time on deposit therein upon demand. Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to secure its reimbursement obligations in respect apply (and, at the request of Letters the Majority Banks but subject to applicable law, shall apply) cash collateral or the proceeds thereof to payment of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such eventexpenses, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as liabilities and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatefees.

Cash Collateral Account. Notwithstanding anything to (a) Indenture Trustee shall establish and maintain with a Qualified Institution, which may be Indenture Trustee in the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, name of the Majority LendersTrust, upon notice to on behalf of the BorrowerTrust, require for the Borrower to deposit with benefit of the Administrative Agent an amount in the cash collateral Series [200_-_] Noteholders, a segregated trust account (the “"Cash Collateral Account”) described below equal "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series [200_-_] Noteholders. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the LC Outstandings on such date. Such Cash Collateral Account shall at and in all times be free and clear of all rights or claims of third partiesproceeds thereof. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control ofof Indenture Trustee for the benefit of the Series [200_-_] Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be a Qualified Institution, the Administrative AgentTransferor shall notify Indenture Trustee in writing, and amounts deposited Indenture Trustee upon being notified (or Servicer on its behalf) shall, within ten (10) Business Days, establish a new Cash Collateral Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash and any investments to such new Cash Collateral Account. (b) On the Closing Date, Transferor shall deposit $[ ] in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall bear interest be invested at a rate equal to the rate generally offered written direction of Servicer by Citibank for deposits equal to the amount deposited by the Borrower Indenture Trustee in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretionPermitted Investments. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then Funds on deposit in the Cash Collateral Account, toward the payment in full of Account on any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullTransfer Date, after giving effect to any withdrawals from the termination of the Letters of CreditCash Collateral Account on such Transfer Date, of all shall be invested in such obligations, the Administrative Agent investments that will repay and reassign mature so that such funds will be available for withdrawal on or prior to the Borrower any cash then following Transfer Date. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be retained in the Cash Collateral Account (to the extent that the Available Cash Collateral Amount is less than the Required Cash Collateral Amount) and the Lien balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Cash Collateral Account for any reason under this Indenture Supplement, except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, Servicer shall calculate the amount (the "Required Draw Amount") by which the sum of the Administrative Agent amounts required to be distributed or deposited pursuant to subsections 4.04(a)(i) through (v) with respect to the related Transfer Date exceeds the amount of Available Finance Charge Collections with respect to the related Monthly Period. If the Required Draw Amount for any Transfer Date is greater than zero, Servicer shall give written notice to Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to subsections 4.04(a)(i) through (v) (in the order of priority set forth in Section 4.04(a)). (d) If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to any Transfer Date, the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, Indenture Trustee acting in accordance with the instructions of Servicer, shall withdraw an amount equal to such excess from the Cash Collateral Account and (i) deposit such amounts in the Spread Account, to the extent that funds therein shall automatically terminateon deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(d) to Transferor.]

Cash Collateral Account. Notwithstanding anything At any time and from time to time (i) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of (A) with respect to this Article VI shall affect any Dollar Letter of Credit, the Required Dollar Revolving Lenders, or (iB) with respect to any Multicurrency Letter of Credit, the obligation Required Multicurrency Revolving Lenders, shall, require the Parent Borrower (on behalf of itself or the Subsidiary Borrower, as applicable) to deliver to the Administrative Agent such additional amount of cash as is equal to 100% of the aggregate Stated Amount of all Letters of Credit at any LC Issuing Bank to make time outstanding for the account of a Borrower or its Subsidiaries (whether or not any payment beneficiary under any Letter of Credit in accordance with the terms of shall have drawn or be entitled at such Letter of Credit or time to draw thereunder) and (ii) in the obligations event of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.6(b), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties). The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, Parent Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, the Dollar Revolving Lenders and the Multicurrency Revolving Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts deposited held therein from time to time as security for Letter of Credit Exposure, and for application to the applicable Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Parent Borrower (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Parent Borrower or the Subsidiary Borrower, as applicable, to be applied against the Obligations of the Borrowers in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply direct. If the amounts then on deposit in the Parent Borrower is required to provide Cash Collateral Accountpursuant to Section 2.6(b), toward such amount (including interest), to the payment in full of any of extent not applied as aforesaid, shall be returned to the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullParent Borrower on demand; provided that, after giving effect to such return, (i) the termination Aggregate Dollar Revolving Credit Exposure would not exceed the aggregate Dollar Revolving Commitments at such time, (ii) the Aggregate Multicurrency Revolving Credit Exposure would not exceed the aggregate Multicurrency Revolving Commitments at such time and (iii) no Default or Event of Default shall have occurred and be continuing at such time. If the Letters Parent Borrower is required to provide Cash Collateral as a result of Creditan Event of Default, of all such obligations, the Administrative Agent will repay and reassign amount (to the extent not applied as aforesaid) shall be returned to the Parent Borrower any cash then in the Cash Collateral Account and the Lien within three Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been waived.

Cash Collateral Account. Notwithstanding anything to (a) As collateral security for the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation prompt payment in full when due of any LC Issuing Bank to make any payment under any all Letter of Credit in accordance with Liabilities and the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; providedother Obligations and Hedge Obligations, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Parent Borrower hereby pledges and grants to the Administrative Agent Agent, for the ratable benefit of the LC Issuing Banks Agent, the Lenders, and the Lenders Lender Hedge Providers as provided herein, a Lien security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, in and to the Cash Collateral Account and all funds the balances from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case Cash Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Cash Collateral Account shall not constitute payment of subsequent drawingsany Letter of Credit Liabilities until applied by the Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, upon being made, then, funds held in any such event, the Administrative Agent may apply the amounts then Cash Collateral Account shall be subject to withdrawal only as provided in this section. (b) Amounts on deposit in the Cash Collateral Account, toward Account shall be invested and reinvested by the payment Agent in full such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Agent for the ratable benefit of the Lenders. The Agent shall exercise reasonable care in the custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Lien Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Cash Collateral Account. (c) If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Parent Borrower and the Lenders authorize the Agent to use the monies deposited in the Cash Collateral Account to make payment to the beneficiary with respect to such drawing or the payee with respect to such presentment. (d) If an Event of Default exists, the Majority Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and apply proceeds thereof to the Obligations and Hedge Obligations in accordance with the priorities set forth in §12.5. (e) So long as no Default or Event of Default exists, and to the extent amounts on deposit in the Cash Collateral Account exceed the aggregate amount of the Administrative Letter of Credit Liabilities then due and owing and the pro rata share of any Letter of Credit Obligations of any Defaulting Lender after giving effect to §14.16, the Agent on shall, from time to time, at the request of the Parent Borrower, deliver to the Parent Borrower within ten (10) Business Days after the Agent’s receipt of such request from the Parent Borrower, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Cash Collateral Account as exceed the aggregate amount of the Letter of Credit Liabilities at such time. (f) The Parent Borrower shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent’s administration of the Cash Collateral Account and investments and reinvestments of funds therein. Parent Borrower authorizes Agent to file such financing statements as Agent may reasonably require in order to perfect Agent’s security interest in the funds therein Cash Collateral Account, and Parent Borrower shall automatically terminatepromptly upon demand execute and deliver to Agent such other documents as Agent may reasonably request to evidence its security interest in the Cash Collateral Account.

Cash Collateral Account. Notwithstanding anything At any time and from time to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect time (i) during the obligation continuance of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingDefault, the Administrative Agent shall Agent, at the requestdirection, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, may require the Borrower to deposit with deliver to the Administrative Agent an such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.5(B), the Agent will retain such amount as may then be required to be retained under the proviso in SECTION 2.5(B), such amounts in each case under clauses (i) and (ii) above to be held by the Agent in a cash collateral account (the “"Cash Collateral Account”") described below equal to as security for, and for application to, the LC Outstandings on such date. Such Cash Collateral Account Borrower's Reimbursement Obligations as and when the same shall at all times be free and clear of all rights or claims of third partiesarise. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Collateral Account Equivalents, which investments shall be maintained with made at the Administrative Agent direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to which investments shall be made shall be at the option and in the name ofdiscretion of the Agent; provided that the Agent shall have no liability with respect thereto), and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Bank for a term to all of its obligations thereunder shall be determined held by the Administrative AgentAgent (i) in the case of funds held pursuant to clause (i) above during the continuance of an Event of Default, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and Borrower, to be applied against the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings Obligations then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall they become due and payable. Upon payment payable in fullsuch order as the Agent may direct and (ii) in the event funds held pursuant to clause (ii) above, after where the termination of Borrower is required to provide cash collateral pursuant to SECTION 2.5(B), such amount (to the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign extent not applied as aforesaid) shall be returned to the Borrower any on demand, provided that after giving effect to such return (i) the sum of (y) the aggregate principal amount of all Loans outstanding at such time and (z) the aggregate Letter of Credit Outstandings at such time would not exceed the Total Commitment at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide cash then in collateral as a result of an Event of Default, such amount (to the Cash Collateral Account and extent not applied as aforesaid) shall be returned to the Lien Borrower within two (2) Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything to At, or at any time before, the contrary contained herein, no notice given or declaration made by time the Administrative Agent pursuant to this Article VI Borrower shall affect (i) the obligation of any LC Issuing Bank be required to make any payment under any Letter of Credit in accordance with a deposit into the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingCash Collateral Account, the Administrative Agent shall establish and maintain at its offices at Xxx XXXX Xxxxxx, Xxxxxxx, Xxx Xxxx 00000, in the request, or may with the consent, name of the Majority Lenders, upon notice to Borrower but under the Borrower, require the Borrower to deposit with sole dominion and control of the Administrative Agent an amount in the Agent, a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties). The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in Borrower may from time to time make one or more deposits into the Cash Collateral Account and shall bear interest at a rate equal from time to the rate generally offered time make such deposits as are required by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretionthis Agreement. The Borrower hereby grants pledges to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders Credit Parties, a Lien on and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds sums at any time and from time to time on deposit therein (the Cash Collateral Account, together with all sums on deposit therein, being sometimes hereinafter collectively referred to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed as the “Cash Collateral”), as collateral security for the prompt payment in full immediately upon demand orwhen due, in whether at stated maturity, by acceleration or otherwise, of the case of subsequent drawingsObligations. The Borrower shall, upon being madeat any time and from time to time at its expense, thenpromptly execute and deliver to the Administrative Agent any further instruments and documents, in and take any such eventfurther actions, that may be necessary or that the Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Cash Collateral. The Borrower shall not (i) sell or otherwise dispose of any of the Cash Collateral, or (ii) create or permit to exist any Lien upon any of the Cash Collateral. The Borrower hereby authorizes the Administrative Agent, promptly after each drawing under any Letter of Credit shall become due and payable, to apply the amounts then any and all cash on deposit in the Cash Collateral Account, toward Account towards the payment in full of any reimbursement of the LC Outstandings as Issuer for all sums paid in respect of such drawing, and when such obligations all other Obligations which shall become then be due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateowing.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default The Company has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral established a depository account (the “Cash Collateral Account”) described below equal with an institution reasonably acceptable to the LC Outstandings on such date. Such Collateral Agent, which Cash Collateral Account is subject to a control agreement between the Company, such institution and the Collateral Agent. The Company shall at cause all times Monetization Revenues to be free deposited into such Cash Collateral Account, shall provide instructions to each payor of Monetization Revenues to directly deposit any Monetization Revenues into the Cash Collateral Account, and clear the Company hereby authorizes the Majority Purchasers to inform any payor of Monetization Revenues of the Company’s obligation to direct all rights or claims Monetization Revenues to the Cash Collateral Account as required hereunder. On each deposit of third partiesMonetization Revenues to the Cash Collateral Account, the Company shall deliver an officer’s certificate in the form of Exhibit C to the Collateral Agent detailing the source and nature of such Monetization Revenues, the amount of any related Monetization Expenses (including specifying any Monetization Expenses that have been already deducted from such Monetization Revenues), and setting forth the Company’s calculation of the required application of the resulting Monetization Net Revenues. On a monthly basis on and after the Closing Date, but no later than the 15th day of each month, the Collateral Agent shall deliver to the Company a written statement (each a “Collateral Agent Statement”) with reasonable detail showing the amounts applied by the Collateral Agent in the Cash Collateral Account for the prior month to the payment of the Note or, after the payment in full of the Notes, the payments made to Revenue Participants, and payments to the Company in respect of the Monetization Revenues. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion control of the Collateral Agent and the Company may not have withdrawal rights with respect to, or otherwise control of, the Administrative Agent, and amounts deposited in Cash Collateral Account; provided that the Collateral Agent shall make withdrawals from the Cash Collateral Account shall bear interest at a rate equal promptly following the deposit of any Monetization Revenues, and will apply such Monetization Net Revenues to amounts due hereunder in accordance with this Agreement, and will release amounts to pay any Monetization Expenses to appropriate third parties, along with any remaining excess Monetization Revenues to the rate generally offered by Citibank for deposits equal Company within three (3) Business Days of delivery of the Collateral Agent Statement. The Company shall have access to account statements from the amount deposited by the Borrower in depositary bank concerning the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate***.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require If the Borrower is required to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds in the Cash Collateral Account shall bear interest at a rate equal pursuant to the rate generally offered by Citibank for deposits equal terms herein, then the Borrower and the Issuing Lender shall establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Issuing Lender’s standard form assignment of deposit accounts, that the Issuing Lender requests in connection therewith to establish such Cash Collateral Account and grant the Issuing Lender a first priority security interest in such accounts and the funds therein. The Borrower hereby pledges to the amount deposited by Issuing Lender and grants the Borrower Issuing Lender a security interest in the Cash Collateral Account, for a term whenever established, all funds held in such accounts from time to be determined by the Administrative Agenttime, in its sole discretion. The Borrower hereby grants to the Administrative Agent and all proceeds thereof as security for the benefit payment of the LC Obligations. (ii) So long as no Default or Event of Default exists, (A) the Issuing Banks and Lender may apply the Lenders a Lien funds held in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and all (B) the Issuing Lender shall release to the Borrower at the Borrower’s written request any funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, held in the case Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of subsequent drawingsany such funds), upon being madeof the total amount of funds held in the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any Default, then, the Issuing Lender may apply any funds held in the Cash Collateral Account to the Obligations in any such eventorder determined by the Issuing Lender, regardless of any Letter of Credit Exposure that may remain outstanding. The Issuing Lender may in its sole discretion at any time release to the Administrative Agent may apply the amounts then on deposit Borrower any funds held in the Cash Collateral Account, toward . (iii) The Issuing Lender shall exercise reasonable care in the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Lien of Issuing Lender accords its own Property, it being understood that the Administrative Agent on the Cash Collateral Account and the funds therein Issuing Lender shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require If the Borrower is required to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds in the Cash Collateral Account pursuant to Sections 2.04(b), 7.02(b), or 7.03(b), then the Borrower and the Administrative Agent shall bear establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent's standard form assignment of deposit accounts, that the Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest at a rate equal in such account and the funds therein. The Borrower hereby pledges to the rate generally offered by Citibank for deposits equal to Administrative Agent and grants the amount deposited by the Borrower Administrative Agent a security interest in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for a term the payment of the Obligations. (ii) So long as no Event of Default Exists, (A) the Administrative Agent may apply the funds held in the Cash Collateral Account only to be the reimbursement of any Letter of Credit Obligations, and (B) the Administrative Agent shall release to the Borrower at the Borrower's written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any Event of Default, the Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in any order determined by the Administrative Agent, regardless of any Letter of Credit Exposure which may remain outstanding. The Administrative Agent may in its sole discretion. The Borrower hereby grants discretion at any time release to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all Borrower any funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit held in the Cash Collateral Account, toward . (iii) The Administrative Agent shall exercise reasonable care in the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own property, it being understood that the Cash Collateral Account and the funds therein Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything to (a) The Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the contrary contained herein, no notice given or declaration made by Indenture Trustee in the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, name of the Majority LendersTrust, upon notice to on behalf of the BorrowerTrust, require for the Borrower to deposit with benefit of the Administrative Agent an amount in the cash collateral Series 2011-A Noteholders, a segregated trust account (the “Cash Collateral Account”) described below equal ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2011-A Noteholders. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the LC Outstandings on such date. Such Cash Collateral Account shall at and in all times be free and clear of all rights or claims of third partiesproceeds thereof. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control ofof the Indenture Trustee for the benefit of the Series 2011-A Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible Institution, the Administrative AgentTransferor shall notify the Indenture Trustee, and amounts the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Cash Collateral Account meeting the conditions specified above with an Eligible Institution, and shall transfer any cash or any investments to such new Cash Collateral Account. (b) On the Closing Date, Transferor shall deposit $12,658,228 in immediately available funds into the Cash Collateral Account. If on any Transfer Date, the Available Cash Collateral Amount is less than the Required Cash Collateral Amount then in effect, Available Finance Charge Collections, to the extent available for such purpose, shall be deposited in the Cash Collateral Account shall bear interest at a rate equal pursuant to the rate generally offered by Citibank for deposits Section 4.4(a)(viii) up to an amount equal to the amount deposited by which the Borrower in the Required Cash Collateral Account, for a term to be determined by Amount exceeds the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Available Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of CreditAmount. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then Funds on deposit in the Cash Collateral Account, toward Account shall be invested at the payment in full of any written direction of the LC Outstandings as and when such obligations shall become due and payableServicer by the Indenture Trustee in Eligible Investments. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be retained in the Cash Collateral Account (to the extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the Lien balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Cash Collateral Account for any reason under this Indenture Supplement, except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, Servicer shall calculate the amount (the “Required Draw Amount”) by which the sum of the Administrative Agent amounts required to be distributed pursuant to Sections 4.4(a)(i) through (vi) with respect to the related Transfer Date exceeds the amount of Available Finance Charge Collections with respect to the related Monthly Period. If the Required Draw Amount for any Transfer Date is greater than zero, Servicer shall give written notice to the Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.4(a)(i) through (vi) (in the order of priority set forth in Section 4.4(a)). (d) On any Transfer Date, if, after giving effect to all deposits to and withdrawals from the Cash Collateral Account on such date, the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw an amount equal to such excess from the Cash Collateral Account and (i) deposit such amounts in the Spread Account, to the extent that funds therein shall automatically terminateon deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to Section 4.11(c) to the Transferor.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (i) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given or declaration made by the Administrative Agent pursuant may, and at the direction or with the consent of the Required Lenders shall, require (A) Xxxxxxxx to this Article VI shall affect deliver to the Administrative Agent such additional amount of cash, in the appropriate Currency or Currencies, as is equal to 105% of the aggregate Stated Amount of all Letters of Credit outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (B) the Foreign Subsidiary Borrowers to deliver to the Administrative Agent such additional amount of cash, in accordance with the terms appropriate Currency or Currencies, as is equal to 105% of the aggregate Stated Amount of all Letters of Credit outstanding that were issued for the account of a Foreign Subsidiary (whether or not any beneficiary under any such Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the obligations event of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.6(b) or 2.6(c), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts in each case under clauses (i) and (ii) above to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the one or more cash collateral account accounts (the “Cash Collateral AccountAccounts”) described below equal to the LC Outstandings on such date). Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Each Borrower hereby grants to the Administrative Agent Agent, for the benefit of the LC Issuing Banks and the Lenders Lenders, a Lien upon and security interest in the Cash Collateral Accounts and hereby assigns all amounts held therein from time to time as security for such Borrower’s L/C Obligations, and for application to such Borrower’s Reimbursement Obligations as and when the Administrative Agent for same shall arise; provided that any Cash Collateral provided pursuant to this Section 3.8 by the benefit of LC Issuing Banks Foreign Subsidiary Borrowers shall (x) be maintained in a separate and the Lenders all of its right, title and interest in, distinct Cash Collateral Account from the Cash Collateral Account in which Cash Collateral provided by Xxxxxxxx is maintained and all funds from time (y) secure only L/C Obligations related to time on deposit therein to secure its reimbursement obligations in respect of Letters of CreditCredit issued for the account of a Foreign Subsidiary. If The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Cash Collateral Accounts. Other than any drawings then outstanding interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of Xxxxxxxx (unless a Default or thereafter made are not reimbursed in full immediately upon demand orEvent of Default shall have occurred and be continuing, in which case the case determination as to investments shall be made at the option and in the discretion of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the Agent), amounts then on deposit in the Cash Collateral Accounts shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such accounts. In the event of a drawing, and subsequent payment by any Issuing Bank, under any Letter of Credit at any time during which any amounts are held in any Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign deliver to such Issuing Bank an amount from the appropriate Cash Collateral Account equal to the Borrower any cash then Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor; provided that if the amounts so delivered by the Administrative Agent are denominated in a Currency different than that in which the corresponding Reimbursement Obligation is denominated, the Administrative Agent shall determine the amount to deliver by reference to the Spot Rate with respect to such Currencies at such time, and such determination shall be correct absent manifest error. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for all of its obligations thereunder shall be held by the Lien Administrative Agent, for the benefit of the Borrowers, to be applied against the Obligations in such order and manner as the Administrative Agent on the may direct; provided that no Cash Collateral Account (or applicable interest) provided by a Foreign Subsidiary Borrower may be applied to any U.S. Obligation. If any Borrower is required to provide Cash Collateral pursuant to Section 2.6(b), such amount (including interest), to the extent not applied as aforesaid, shall be returned to such Borrower on demand; provided that after giving effect to such return (i) the Aggregate Credit Exposure would not exceed the aggregate Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If any Borrower is required to provide Cash Collateral as a result of an Event of Default, such amount (to the funds therein extent not applied as aforesaid) shall automatically terminatebe returned to such Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit or Green Letter of Credit in accordance with the terms of such Letter of Credit or Green Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit or Green Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower or any Significant Subsidiary under the Federal Bankruptcy Code, such deposit requirement shall be automatically due and payable. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI XII shall affect (i) the obligation of any the LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank SunTrust for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Bank and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, in such priority as specified in Section 3.11, toward the payment in full of any of the LC Outstandings Obligations as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Obligations, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrower shall, on Fleet's or Agent's request, forthwith deposit with Agent, in cash, an amount equal to the aggregate amount of LC Obligations. If Borrower fails to make such deposit on the first Business Day following Agent's or Fleet's demand therefor, Lenders may with the consent, (and shall upon direction of the Majority Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrower to Agent or any Lender with respect to the LC Outstandings Obligations that may be then outstanding. Neither Borrower nor any other Person claiming by, through or under or on such date. Such behalf of Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Obligations, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrower).

Cash Collateral Account. Notwithstanding anything At any time and from time to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect time (i) after the obligation occurrence and during the continuance of an Event of Default, the Agent, at the direction or with the consent of the Required Lenders, may require the Borrower to deliver to the Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any LC Issuing Bank to make time outstanding (whether or not any payment beneficiary under any Letter of Credit in accordance with the terms of shall have drawn or be entitled at such Letter of Credit or time to draw thereunder) and (ii) in the obligations event of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuinga prepayment under Section 2.6(b), the Administrative Agent shall at will retain such amount as may then be required to be retained, such amounts in each case under clauses (i) and (ii) above to be held by the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion). The Borrower hereby grants to the Administrative Agent Agent, for the benefit of the LC Issuing Banks Lender and the Lenders Lenders, a Lien upon and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower’s Reimbursement Obligations as and when the same shall arise. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on deposit therein to secure its reimbursement obligations the investment of such amounts in respect Cash Equivalents, which investments shall be made at the direction of Letters the Borrower (unless a Default or Event of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orDefault shall have occurred and be continuing, in which case the case determination as to investments shall be made at the option and in the discretion of the Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent drawingspayment by the Issuing Lender, upon being made, then, in under any such event, the Administrative Agent may apply the Letter of Credit at any time during which any amounts then on deposit are held in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign deliver to the Borrower any cash then Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and the Lien reimbursement in full of the Administrative Issuing Lender for all of its obligations thereunder shall be held by the Agent, for the benefit of the Borrower, to be applied against the Obligations in such order and manner as the Agent may direct. If the Borrower is required to provide cash collateral pursuant to Section 2.6(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the Cash Collateral Account sum of (y) the aggregate principal amount of all Loans outstanding at such time and (z) the funds therein aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Commitments at such time and (ii) no Default or Event of Default shall automatically terminatehave occurred and be continuing at such time. If the Borrower is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Section 6.01 shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, provided that if an upon the occurrence and during the continuance of any Event of Default has occurred and is continuingDefault, the Administrative Agent shall at the request, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to 102% of the LC Outstandings on aggregate maximum amount available to be drawn under all Letters of Credit outstanding at such datetime. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank the Administrative Agent for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Agent in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the Lenders, the LC Issuing Banks and the Lenders Swing Line Banks, a Lien in on, and hereby assigns to the Administrative Agent for the benefit of the Lenders, the LC Issuing Banks and the Lenders Swing Line Banks all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of CreditCredit or repayment obligations in respect of the Swing Line Advances, as applicable. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may may, and, upon the Borrower’s request, shall, apply the amounts then on deposit in the Cash Collateral Account, in such priority as the Administrative Agent shall elect, toward the payment in full of any or all of the LC Outstandings Borrower’s obligations hereunder as and when such obligations shall become due and payable. Upon the earlier to occur of (a) payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.Obligations and

Cash Collateral Account. Notwithstanding anything to Within 30 days following the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingClosing Date, the Administrative Agent Company shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral open a depository account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such with U.S. Bank, N.A., which Cash Collateral Account shall at be subject to a control agreement, substantially in the form of Exhibit D (and with such other changes as may be approved by the Collateral Agent and the Company), between the Company, U.S. Bank, N.A. and the Collateral Agent. The Company shall cause all times Monetization Pre-Adjustment Revenues to be free deposited into such Cash Collateral Account, excluding Direct Pay Revenues and clear including an amount equal to any required addition pursuant to clause (y) of the definition of Monetization Revenues, and the Company hereby authorizes the Majority Purchasers to inform any payor of Monetization Pre-Adjustment Revenues (other than Direct Pay Revenues) of the Company’s obligation to direct all rights or claims Monetization Pre-Adjustment Revenues to the Cash Collateral Account as required hereunder. On each deposit of third partiesMonetization Pre-Adjustment Revenues to the Cash Collateral Account, the Company shall deliver an officer’s certificate in the form of Exhibit E-2 to the Majority Purchasers detailing the source and nature of such Monetization Pre-Adjustment Revenues and setting forth the Company’s calculation of any Permitted Adjustments to such Monetization Pre-Adjustment Revenues, in each case in form and substance and with supporting documentation, in each case, reasonably satisfactory to the Majority Purchasers, and the required application of the resulting Monetization Revenues after giving effect to such Permitted Adjustments. On a monthly basis on and after the Closing Date, but no later than the 15th day of each month, the Collateral Agent shall deliver to the Company a written statement (each a “Collateral Agent Statement”) with reasonable detail showing (i) the amounts applied by the Collateral Agent in the Cash Collateral Account for the prior month to the payment of the Notes or, after the payment in full of the Notes, the payments made to Revenue Participants and the Company in respect of the Monetization Pre-Adjustment Revenues, and (ii) any other withdrawals, transfers, payments from such Cash Collateral Account. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion control of the Collateral Agent and the Company may not have withdrawal rights with respect to, or otherwise control of, the Administrative Cash Collateral Account; provided that the Collateral Agent shall make withdrawals from the Cash Collateral Account on no less than weekly basis and apply such amounts in the following order or priority which shall be in accordance with the relevant officer’s certificate (provided the allocations and amounts are not in dispute; provided further that if the Collateral Agent disputes any allocations or amounts in the officer’s certificate, the Collateral Agent shall so promptly notify the Company with reasonable details relative to such dispute) to: (x) prepay the Notes pursuant to Section 2.2.3.3, (y) pay any amounts owed to the Collateral Agent or the Purchasers pursuant to Sections 9.1(ii)-(iv) or 9.2 , (z) pay the Revenue Participants their proportionate share of the Revenue Stream pursuant to Section 2.1.2; provided further **** Certain confidential information has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. Certain confidential portions of this exhibit, including schedules and exhibits, have been filed separately with the Securities and Exchange Commission (the “SEC”) pursuant to a confidential treatment request filed in accordance with Rule 24b-2 of the Exchange Act and these confidential portions have been omitted from this exhibit. The location of each omitted portion is indicated by a series of four asterisks in brackets (“[****]”). that the balance in the Collateral Account following such application shall be distributed to the Company. Notwithstanding the foregoing, if at any time any amounts that do not constitute Monetization Pre-Adjustment Revenues are deposited to the Cash Collateral Account, promptly (and in any event within ten (10) Business Days) after demand by the Company made to Collateral Agent, which demand shall be accompanied by an officer’s certificate of the Company certifying that the specified amount to be returned does not constitute Monetization Pre-Adjustment Revenues, the Collateral Agent shall remit such funds to the Company. Except to the extent that the Collateral Agent is enjoined or stayed from distributing any Monetization Revenues (other than to the extent such enjoinder or stay arises solely from (x) a dispute among the Purchasers or (y) a dispute between any Purchaser and amounts the Collateral Agent), the Company shall not be responsible for obligations under this Agreement with respect to any payment or distribution of Monetization Revenues once deposited in the Cash Collateral Account Account. The Company shall bear interest at a rate equal have complete access to account statements from the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in depositary bank concerning the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Section 6.01 shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an upon the occurrence and during the continuance of any Event of Default has occurred and is continuingDefault, the Administrative Agent shall at the request, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on aggregate maximum amount available to be drawn under all Letters of Credit outstanding at such datetime. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank the Administrative Agent for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Agent in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the Lenders and the LC Issuing Banks and the Lenders a Lien in on, and hereby assigns to the Administrative Agent for the benefit of the Lenders and the LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may may, and, upon the Borrower’s request, shall, apply the amounts then on deposit in the Cash Collateral Account, in such priority as the Administrative Agent shall elect, toward the payment in full of any or all of the LC Outstandings Borrower’s obligations hereunder as and when such obligations shall become due and payable. Upon the earlier to occur of (a) payment in full, after the termination of the Letters of Credit, of all such obligationsobligations and (b) the date on which all Events of Default shall have been cured or waived, the Administrative Agent will repay and reassign to the Borrower any cash then on deposit in the Cash Collateral Account Account, and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI XII shall affect (i) the obligation of any the LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”"CASH COLLATERAL ACCOUNT") described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank SunTrust for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Bank and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, in such priority as specified in Section 3.11, toward the payment in full of any of the LC Outstandings Obligations as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything At any time and from time to time after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given the Administrative Agent, at the direction or declaration made by with the consent of the Required Lenders, may require the Borrower, to deliver to the Administrative Agent pursuant such Dollar Amount of cash as is equal to this Article VI shall affect 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amounts to be held by the Administrative Agent in accordance with a Cash Collateral Account. The Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the terms Administrative Agent, for the benefit of such the Issuing Banks and the Revolving Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit or (ii) Usage, and for application to the obligations of each Lender in respect of each such Borrower’s Letter of Credit; providedCredit Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, howeverincluding the exclusive right of withdrawal, that if over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless an Event of Default has shall have occurred and is be continuing, in which case the Administrative Agent determination as to investments shall be made at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount option and in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear discretion of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent), and amounts deposited in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Borrower, to be applied against the Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply direct. If the amounts then on deposit in the Borrower is required to provide Cash Collateral Accountpursuant to this Section 2.04(k), toward such amount (to the payment in full of any of the LC Outstandings extent not applied as and when such obligations aforesaid) shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign be returned to the Borrower any cash then in on demand, provided that after giving effect to such return (A) the sum of (1) the aggregate principal dollar amount of all Revolving Loans outstanding at such time and (2) the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and (B) no Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide Cash Collateral Account and as a result of an Event of Default, such amount (to the Lien extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) If the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower Borrowers are required to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds in the Cash Collateral Account shall bear interest at a rate equal pursuant to the rate generally offered by Citibank for deposits equal to terms hereof, then the amount deposited by Borrowers and the Borrower in Administrative Agent shall establish the Cash Collateral AccountAccount and the Borrowers shall execute any documents and agreements, for a term to be determined by including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent requests in its sole discretion. The Borrower hereby grants connection therewith to establish the Cash Collateral Account and grant the Administrative Agent for the benefit of the LC Issuing Banks Lenders a first priority security interest in such account and the Lenders a Lien funds therein and giving the Administrative Agent “control” over the Cash Collateral Account as such term is defined in and the applicable Uniform Commercial Code. Each Borrower hereby assigns pledges to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, grants the Administrative Agent may apply the amounts then on deposit a security interest in the Cash Collateral Account, toward whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment in full of any of the LC Outstandings Letter of Credit Obligations. Except as provided in Section 2.3(i)(ii) below, the Borrowers shall have no access and when such no rights of withdrawal from the Cash Collateral Account. (ii) Funds held in the Cash Collateral Accounts shall be held as cash collateral for obligations shall become due and payable. Upon payment in full, after the termination of the with respect to Letters of Credit, . Such funds shall be promptly applied by the Administrative Agent at the request of all an Issuing Lender to any reimbursement or other obligations under the applicable Letters of Credit that exist or occur. To the extent that any surplus funds are held in the Cash Collateral Account above the Letter of Credit Exposure or Fronting Exposure during the existence of an Event of Default the Administrative Agent may (A) hold such obligationssurplus funds in the Cash Collateral Account as cash collateral for the Obligations or (B) apply such surplus funds to any Obligations in any manner directed by the Majority Lenders. If no Event of Default exists, the Administrative Agent will repay and reassign shall immediately release to the Borrowers at the Borrower Representative’s written request (1) any cash funds held in the Cash Collateral Account in excess of 103% of the then existing Letter of Credit Exposure or (ii) any Cash Collateral provided to reduce Fronting Exposure promptly following the elimination of such applicable Fronting Exposure (including by any Defaulting Lender ceasing to be a Defaulting Lender or ceasing to be a Revolving Lender). (iii) The Administrative Agent shall invest the funds in the Cash Collateral Account in an interest-bearing account or other investment approved by the Borrower Representative. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own property or in accordance with the Cash Collateral Account and Borrower Representative’s instructions or as otherwise approved by the funds therein Borrower Representative, it being understood that the Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything The Borrowers shall establish a Cash Collateral Account with the Agent in which to deposit Collateral consisting of cash or Cash Equivalents from time to time: (a) representing payments received pursuant to SECTIONS 2.3(C) and 4.9 in excess of then outstanding Revolving Credit Loans or on account of LIBOR Loans which would otherwise result in repayment of such Loans prior to the contrary contained hereinend of the Interest Period applicable thereto, no notice given or declaration made by the Administrative Agent pursuant (b) with respect to this Article VI shall affect Letter of Credit Obligations (i) at the obligation request of any LC Issuing Bank to make any payment under any Letter the Agent upon the occurrence of Credit in accordance with the terms an Event of such Letter of Credit Default, or (ii) for the obligations purposes set forth in SECTION 4.6 in the event of each Lender in respect termination of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the requestthis Agreement, or may with (c) for any other purpose appropriate under this Agreement to provide security for the consent, Secured Obligations. On the last day of the Majority Lenders, upon notice applicable Interest Period as to any amounts deposited to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear pursuant to CLAUSE (A) above or if a drawing under a Letter of all rights Credit occurs with respect to any amounts deposited to the Cash Collateral Account pursuant to CLAUSE (B) above, each Borrower hereby authorizes the Agent to use the monies deposited in the Cash Collateral Account to make payment to the payee with respect to such Loan or claims of third partiesdrawing. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, of the Agent and under the Agent shall have sole dominion and control ofover, and sole access to, the Administrative Agent, and amounts deposited Cash Collateral Account. Neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the Cash Collateral Account. Each Borrower agrees that it will not at any time sell or otherwise dispose of any interest in the Cash Collateral Account shall bear interest at a rate equal or any funds held therein or create or permit to exist any Lien upon or with respect to the rate generally offered Cash Collateral Account or any funds held therein, except as provided in or contemplated by Citibank this Agreement. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for deposits equal taking any necessary steps to the amount deposited by the Borrower preserve rights against any parties with respect to any funds held in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants Subject to the Administrative Agent for the benefit right of the LC Issuing Banks and the Lenders a Lien in and hereby assigns Agent to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, withdraw funds from the Cash Collateral Account as provided herein, the Agent will, so long as no Default or Event of Default shall have occurred and all funds be continuing, from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then invest funds on deposit in the Cash Collateral Account, toward the payment in full reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, in each case, in Cash Equivalents, as the Borrowers may direct prior to the occurrence of a Default or Event of Default and as the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, Agent may select after the termination occurrence and during the continuance of a Default or Event of Default. Such proceeds, interest and income, which are not so invested or reinvested in Cash Equivalents, shall be deposited and held by the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account Account. The Agent makes no representation or warranty as to, and shall not be responsible for, the Lien rate of the Administrative Agent return, if any, earned in any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the Cash Collateral Account and the funds therein shall automatically terminateterms set forth in this SECTION 4.16.

Cash Collateral Account. Notwithstanding anything (i) If a Borrower is required to deposit funds in the Cash Collateral Account pursuant to Sections 2.15(e), 7.02(b) or 7.03(b), then such Borrower and the Administrative Agent shall establish the Cash Collateral Account and such Borrower shall execute any documents and agreements, including the Administrative Agent's standard form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Company hereby pledges to the contrary contained hereinAdministrative Agent and grants the Administrative Agent a security interest in the Cash Collateral Account, no notice given or declaration made whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the Obligations. (ii) Funds held in the Cash Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent pursuant to this Article VI shall affect (i) at the obligation request of any LC the Issuing Bank to make any payment reimbursement or other obligations under Letters of Credit that exist or occur. To the extent that any surplus funds are held in the Cash Collateral Account above the Letter of Credit in accordance with Exposure during the terms existence of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingthe Administrative Agent may (A) hold such surplus funds in the Cash Collateral Account as cash collateral for the Obligations or (B) apply such surplus funds to any Obligations in any manner directed by the Majority Lenders. If no Event of Default exists, the Administrative Agent shall release to the Company at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount Company's written request any funds held in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights above the amounts required by Section 2.15(e) or claims of third parties. The otherwise. (iii) Funds held in the Cash Collateral Account shall be invested in Liquid Investments maintained with the Administrative Agent in the name ofwith, and under the sole dominion and control of, the Administrative Agent, and amounts deposited Agent or in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited another investment if mutually agreed upon by the Borrower in the Cash Collateral Account, for a term to be determined by and the Administrative Agent, in its sole discretion. The Borrower hereby grants to but the Administrative Agent for the benefit shall have no other obligation to make any other investment of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the funds therein. The Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, shall exercise reasonable care in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own property, it being understood that the Cash Collateral Account and the funds therein Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything (i) If the Borrower is required to deposit funds in the Cash Collateral Account pursuant to Sections 2.2(f), 2.2(i), 2.3 (a)(vi), 2.16, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrower and the Administrative Agent shall establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower hereby pledges to the contrary contained hereinAdministrative Agent and grants the Administrative Agent a security interest in the Cash Collateral Account, no notice given whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the Secured Obligations. (ii) Funds held in the Cash Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit or declaration made outstanding Swing Line Advances, as applicable, and promptly applied by the Administrative Agent pursuant at the request of the applicable Issuing Lender or the Swing Line Lender to this Article VI shall affect (i) any reimbursement or other obligations under Letters of Credit that exist or occur and to any outstanding Swing Line Advances, as applicable. To the obligation of extent that any LC Issuing Bank to make any payment under any surplus funds are held in the Cash Collateral Account above the Letter of Credit in accordance with Exposure and the terms outstanding amount of such Letter the Swing Line Advances during the existence of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingthe Administrative Agent may (A) hold such surplus funds in the Cash Collateral Account as cash collateral for the Secured Obligations or (B) apply such surplus funds to any Secured Obligations in any manner directed by the Majority Lenders. If no Default exists, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount release any surplus funds held in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall above the sum of (x) the Letter of Credit Exposure and (y) all Defaulting Lenders’ Revolving Pro Rata Share of the Swing Line Sublimit Amount other than Swing Line Advances as to which such Defaulting Lender’s participation obligation has been funded by it or reallocated to other Lenders, to the Borrower at all times be free and clear of all rights or claims of third parties. The the Borrower’s written request. (iii) Funds held in the Cash Collateral Account shall may be invested in Liquid Investments maintained with the Administrative Agent in the name ofwith, and under the sole dominion and control of, the Administrative Agent, and amounts deposited Agent or in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited another investment if mutually agreed upon by the Borrower in the Cash Collateral Account, for a term to be determined by and the Administrative Agent, in its sole discretion. The Borrower hereby grants to but the Administrative Agent for the benefit shall have no obligation to make any investment of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the funds therein. The Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, shall exercise reasonable care in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own property, it being understood that the Cash Collateral Account and the funds therein Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything Unless applied by Assignee to the contrary contained hereinObligations then due and payable, no notice given or declaration made by the Administrative Agent all sums of money that are paid to Assignee pursuant to this Agreement with respect to the Collateral, but expressly excluding any amounts that are paid under the provisions of Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, III of the Majority LendersCredit Agreement, upon notice to the Borrower, require the Borrower to deposit shall be deposited into an interest bearing account with the Administrative Agent an amount Assignee or another financial institution selected by Assignee in the cash collateral account its sole discretion (the “Cash Collateral Account”) described below equal ). Some or all of the funds from time to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited time in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered may be invested in time deposits, including certificates of deposit issued by Citibank for deposits equal to the amount deposited Assignee or another financial institution selected by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Assignee in its sole discretion. The Borrower hereby grants discretion (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as “Time Deposits”) that are satisfactory to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its rightAssignee, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, thenprovided, in any such eventcase, arrangements satisfactory to Assignee are made to perfect, and to ensure the Administrative Agent may apply the amounts then on deposit first priority of, its lien and security interest in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payableTime Deposits. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent Interest earned on the Cash Collateral Account and on the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits, and any and all proceeds of any thereof are hereinafter referred to as the “Cash Collateral.” If the Cash Collateral Account is not maintained with Assignee, Assignor shall, at Assignee’s request and option, pursuant to an agreement in form and substance satisfactory to Assignee, either (a) cause the depositary bank with which the Cash Collateral Account is maintained to agree to comply at any time with instructions from Assignee to such depositary bank directing the funds therein shall automatically terminatecomprising the Cash Collateral, without further consent of Assignee, or (b) arrange for Assignee to become the customer of such depositary bank with respect to the Cash Collateral Account.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (i) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given the Administrative Agent, at the direction or declaration made by with the consent of the Required Lenders, may require the US Borrower to deliver to the Administrative Agent pursuant such amount of cash as is equal to this Article VI shall affect 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in accordance with the terms event of such a prepayment under Section 2.07(b)(iv) or to the extent any amount of a required prepayment under any of Sections 2.07(b)(i) through 2.07(b)(iii) remains after prepayment of all outstanding Loans and Letter of Credit or Obligations and termination of the Commitments, as contemplated by Section 2.07(d), the Administrative Agent will retain such amount as may then be required to be retained, such amounts in each case under clauses (i) and (ii) above to be held by the obligations Administrative Agent in a Cash Collateral Account. The US Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative Agent, for the benefit of each Lender the Issuing Banks and the Revolving Lenders, a Lien upon and security interest in respect of each such the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit; providedCredit Usage, howeverand for application to the US Borrower’s Letter of Credit Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, that if including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the US Borrower (unless an Event of Default has shall have occurred and is be continuing, in which case the Administrative Agent determination as to investments shall be made at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount option and in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear discretion of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent), and amounts deposited in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for a term to all of its obligations thereunder shall be determined held by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks US Borrower, to be applied against the Obligations in such order and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, manner as the Administrative Agent may apply direct. If the amounts then on deposit in the US Borrower is required to provide Cash Collateral Accountpursuant to this Section 2.04(l), toward such amount (to the payment extent not applied as aforesaid) shall be returned to the US Borrower on demand, provided that after giving effect to such return (A) the sum of (1) the aggregate principal dollar amount of all Revolving Loans outstanding at such time and (2) the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and (B) no Event of Default shall have occurred and be continuing at such time. If the US Borrower is required to provide Cash Collateral pursuant to Sections 2.07(b)(i) through 2.07(b)(ii), as contemplated by Section 2.07(d), such amount shall be returned to the US Borrower on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for all of any its obligations thereunder. If the US Borrower is required to provide Cash Collateral as a result of the LC Outstandings as and when an Event of Default, such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign amount (to the extent not applied as aforesaid) shall be returned to the US Borrower any cash then in the Cash Collateral Account and the Lien within three Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrowers shall, on Agent's request, or forthwith deposit with Agent, in cash, an amount equal to the maximum aggregate amount of all LC Outstandings then outstanding. If Borrowers fail to make such deposit on the first Business Day following Agent's demand therefor, Lenders may with the consent, (and shall upon direction of the Majority Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Each Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrowers to Agent or any Lender with respect to the LC Outstandings which may be then outstanding. Neither any Borrower nor any other Person claiming by, through or under or on such date. Such behalf of any Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings outstanding, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower Borrowers unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrowers).

Cash Collateral Account. Notwithstanding anything All amounts required to the contrary contained herein, no notice given or declaration made be ----------------------- deposited by the Administrative Agent Assignors as cash collateral pursuant to this Article VI Section 5.04(b) hereof shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit be deposited in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the a cash collateral account (the “"Cash Collateral Account”") described below equal to established and maintained by the LC Outstandings on Assignor at the offices of the Collateral Agent or such date. Such Cash other bank as the Assignor and the Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent may agree, in the name of, and under the sole dominion and exclusive control ofof the Collateral Agent. Forthwith upon such establishment, the Administrative AgentAssignor shall notify the Collateral Agent of the location, account name and account number of such account. Any income received with respect to the balance from time to time standing to the credit of the Cash Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Cash Collateral Account. All right, title and interest in and to the cash amounts deposited on deposit from time to time in the Cash Collateral Account together with any Liquid Investments from time to time made pursuant to Section 3.06 shall bear interest at a rate equal to vest in the rate generally offered by Citibank for deposits equal to Collateral Agent, shall constitute part of the amount deposited by Collateral hereunder and shall not constitute payment of the Borrower Obligations until applied thereto as hereinafter provided. If and when any portion of the Performance Letter of Credit Liabilities on which any deposit in the Cash Collateral Account, for Account was based (the "Relevant Contingent Exposure") shall become fixed (a term to be determined "Direct Exposure") as a result of the payment by the Administrative Agentissuer thereof of a draft presented under any Performance Letter of Credit, the amount of such Direct Exposure (but not more than the amount in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account at the time) shall be withdrawn by the Collateral Agent from the Cash Collateral Account for application pursuant to the Credit Agreement, and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Creditthe Relevant Contingent Exposure shall thereupon be reduced by such amount. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then available cash on deposit in the Cash Collateral Account, toward Account is not sufficient to make any distribution to the payment Collateral Agent referred to in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligationsthis Section 3.04, the Administrative Collateral Agent will repay and reassign shall cause to the Borrower any cash then be liquidated as promptly as practicable such Liquid Investments in the Cash Collateral Account designated by Group as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 3.04, such distribution shall not be made until such liquidation has taken place. So long as no Event of Default shall have occurred and be continuing, the Lien of the Administrative Agent on funds in the Cash Collateral Account and in excess of the funds therein Relevant Contingent Exposure shall automatically terminatebe paid to Group on demand.

Cash Collateral Account. Notwithstanding anything (i) As soon as practicable, but in any event no longer than 30 days following the Effective Date (or such longer period as the Borrowers’ Agent and the Security Agents, in the exercise of their reasonable discretion, may agree), each Lien Grantor shall have subjected all of its lockboxes and the corresponding Deposit Accounts to Blocked Account Agreements (each such account, a “Blocked Account”), each of which Blocked Account Agreements shall require at all times during the effectiveness thereof the transfer, on each of the applicable bank’s business days, of all amounts in the subject blocked account constituting Collateral to the contrary contained hereinU.S. Cash Collateral Account, no notice given provided that in the case of any Deposit Account and/or related lockbox assigned to a Lien Grantor pursuant to the Intercreditor Agreement, such action shall be taken within 10 days following the effective date of such assignment (or declaration made such longer period as the Security Agents, in the exercise of their reasonable discretion, may agree), (ii) prior to the Restatement Date, JTR shall have subjected all of its Deposit Accounts through which payments or other proceeds in respect of Pledged Receivables may flow to Blocked Account Agreements which require the transfer, on each of the applicable bank’s business days, of all amounts therein to the U.S. Cash Collateral Account and (iii) prior to the Restatement Date, the Collateral Agent shall have established an account (the “U.S. Cash Collateral Account”), in the name and under the exclusive control of the Collateral Agent and subject to a Blocked Account Agreement, into which all amounts owned by the Administrative Agent Lien Grantors that are to be deposited therein pursuant to the Financing Documents (such amounts constituting Collateral, including, in any event, the items described in subclauses (x) and (y) of clause (b) below, referred to collectively herein as the “Sweep Collateral”) shall be deposited and applied pursuant to this Article VI Section 6. (b) At all times, the U.S. Borrowers shall affect cause (and each other Lien Grantor shall take all actions required on its part to cause) to be deposited (on each of the applicable bank’s business days, through wire transfers of Collateral held in the Deposit Accounts of Lien Grantors) in the U.S. Cash Collateral Account, promptly upon receipt thereof, all Sweep Collateral, including, but not limited to, (x) all payments received in respect of the Pledged Receivables and (y) all other Proceeds of the Collateral. (c) At all times, the Company shall direct any Special Purpose Receivables Subsidiary to cause all amounts that would otherwise be paid by such Special Purpose Receivables Subsidiary to the Company or any of its Subsidiaries (i) in respect of the obligation purchase price of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit Transferred Receivables or (ii) the obligations of each Lender as a distribution or other payment in respect of each such Letter of Credit; providedany SPV Equity Interest or SPV Note, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to be deposited directly to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “U.S. Cash Collateral Account”) described below equal . To the extent that, notwithstanding the foregoing, the Company or any of its Subsidiaries receives any such amounts paid by any such Special Purpose Receivables Subsidiary, it shall promptly deposit such amounts to the LC Outstandings on such date. Such U.S. Cash Collateral Account. (d) Unless (y) a Sweep Period is continuing or (z) the maturity of the Loans (or other Secured Obligations) shall have been accelerated pursuant to Article 6 of the Credit Agreement (or otherwise), the Collateral Agent shall withdraw amounts from the U.S. Cash Collateral Account shall at and remit such amounts to, or as directed by, the U.S. Borrowers’ Agent from time to time. (e) During any Sweep Period (i) all times be free and clear of all rights or claims of third parties. The amounts held in the U.S. Cash Collateral Account shall be maintained with applied by the Administrative Collateral Agent on each Business Day to the outstanding principal balance of the Swingline Loans or, if applicable, as provided in Section 8, (ii) following the repayment in full of all outstanding Swingline Loans pursuant to clause (i), any remaining amounts held in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the U.S. Cash Collateral Account shall bear interest at a rate equal be applied by the Collateral Agent on each Business Day to the rate generally offered by Citibank for deposits equal outstanding principal balance of the Base Rate Loans or, if applicable, as provided in Section 8, (iii) following the repayment in full of all outstanding Swingline Loans and Base Rate Loans pursuant to the amount deposited by the Borrower clauses (i) and (ii), any remaining amounts held in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the U.S. Cash Collateral Account shall be applied by the Collateral Agent on each Business Day to the outstanding principal balance of the Euro-Dollar Loans (in forward order of the Interest Periods applicable to such Euro-Dollar Loans, beginning with the Euro-Dollar Loans subject to the shortest Interest Periods) or, if applicable, as provided in Section 8, (iv) following repayment in full of all outstanding Swingline Loans, Base Rate Loans and all funds Euro-Dollar Loans pursuant to clauses (i), (ii) and (iii), any remaining amounts held in the U.S. Cash Collateral Account may (x) be applied on a daily basis to the outstanding principal balance of Canadian Prime Rate Loans and to the face amount of Bankers’ Acceptances (in forward order of the BA Maturity Dates applicable to such Bankers’ Acceptances, beginning with the Bankers’ Acceptances subject to the earliest BA Maturity Dates) or (y) continue to be held in the U.S. Cash Collateral Account to be applied to the outstanding principal balance of Base Rate Loans and, upon expiration of Interest Periods, Euro-Dollar Loans, in each case at the sole discretion of the Security Agents. (f) Funds held in the U.S. Cash Collateral Account may, until withdrawn or required to be applied pursuant hereto, be invested and reinvested in such Liquid Investments as the U.S. Borrowers’ Agent shall request from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand ortime; provided that, in the case of subsequent drawings, upon being made, then, in any such eventif a Sweep Period is continuing, the Administrative Collateral Agent may apply the amounts then select such Liquid Investments. (g) If immediately available cash on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the U.S. Cash Collateral Account and is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Lien of Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to the Administrative Agent on the U.S. Cash Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place. (h) The Collateral Agent may, to the extent it determines that it is necessary or advisable to do so in order to facilitate consummation of a Permitted Receivables Facility on the basis contemplated hereby and by the funds therein shall automatically terminateCredit Agreement, agree to modifications on a temporary or permanent basis to the Blocked Account Agreements entered into pursuant to this Section 6 in order to exclude therefrom the proceeds of Transferred Receivables.

Cash Collateral Account. Notwithstanding anything (a) All amounts required to be deposited as cash collateral with the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Section 2.10, 2.16 or Section 6.03 shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit be deposited in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”"CASH COLLATERAL ACCOUNT") described below equal to established by the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained Borrowers with the Administrative Agent Agent, to be held, applied or released for application as provided in this Section 2.15 and Section 2.16. (b) If and when any portion of the name ofLetter of Credit Liabilities on which any deposit of cash collateral was based (the "RELEVANT CONTINGENT EXPOSURE") shall become fixed (a "DIRECT EXPOSURE") as a result of the payment by a Fronting Bank of a draft presented under any relevant Letter of Credit (including any such payment under an Alternative Currency Letter of Credit for which the relevant Fronting Bank, and under as a result of fluctuations in currency exchange rates, is not reimbursed in full by the sole dominion and control ofBanks), the Administrative Agent, and amounts deposited amount of such Direct Exposure (but not more than the amount in the Cash Collateral Account at the time) shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited be withdrawn by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, from the Cash Collateral Account and all funds shall be paid to the relevant Fronting Bank to be applied against such Direct Exposure and the Relevant Contingent Exposure shall thereupon be reduced by such amount. (c) Interest and other payments and distributions made on or with respect to the cash collateral held by the Agent shall be for the account of the Borrowers and shall constitute cash collateral to be held by the Agent or returned to the Borrowers in accordance with subsection (b) of this Section 2.15; PROVIDED that the Agent shall have no obligation to invest any cash collateral on behalf of the Borrowers or any other Person. Beyond the exercise of reasonable care in the custody thereof, the Agent shall have no duty as to any cash collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the cash collateral in its possession if the cash collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the cash collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent or bailee selected by the Agent in good faith. All expenses and liabilities incurred by the Agent in connection with taking, holding and disposing of any cash collateral (including customary custody and similar fees with respect to any cash collateral held directly by the Agent) shall be paid by AES from time to time on deposit therein upon demand. Upon a Default, the Agent shall be entitled to secure its reimbursement obligations in respect apply (and, at the request of Letters the Required Banks but subject to applicable law, shall apply) cash collateral or the proceeds thereof to payment of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such eventexpenses, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as liabilities and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatefees.

Cash Collateral Account. Notwithstanding anything On or prior to the contrary contained herein, no notice given or declaration made by date of the Administrative Agent Initial Deposit pursuant to this Article VI Subsection 2.2(i), the Servicer, as agent for Xxxxxx Mae, shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance establish with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in Custodial Bank the Cash Collateral Account in a manner satisfactory to Xxxxxx Xxx. The Servicer shall bear interest maintain the Cash Collateral Account at a rate equal an office of the Custodial Bank approved in writing by Xxxxxx Mae until the termination of this Cash Collateral Agreement. Possession, dominion and control of the Cash Collateral Account, including the authority to direct the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower use and disposition of monies in the Cash Collateral Account, for a term to shall be determined by the Administrative Agent, vested solely in its sole discretionXxxxxx Xxx. The Borrower hereby grants Servicer, acting as agent for Xxxxxx Mae, shall have the right to direct investment in and disburse monies from the Cash Collateral Account pursuant to the Administrative Agent for the benefit terms of the LC Issuing Banks and the Lenders a Lien in and hereby assigns Cash Collateral Agreement. The Grantor shall have no signature authority as to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time shall otherwise have no authority to time on deposit therein to secure its reimbursement obligations in respect direct the use or disposition of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then monies in the Cash Collateral Account and or of Permitted Investments during the Lien term of this Cash Collateral Agreement. The Grantor shall have no right of withdrawal from the Administrative Agent on Cash Collateral Account. Xxxxxxxxxxx of investments made with funds held in the Cash Collateral Account from all other property held by the Servicer or the Custodial Bank shall be accomplished by appropriate identification on the Servicer’s and the funds therein Custodial Bank’s books and records. The Servicer shall, and shall automatically terminatecause the Custodial Bank to, at all times prior to the termination of this Cash Collateral Agreement, maintain a record of all Permitted Investments and shall identify such Permitted Investments as being subject to the security interest granted to Xxxxxx Xxx, in this Cash Collateral Agreement. So long as the internal procedures set forth in this Section are followed by the Servicer and the Custodial Bank, the Servicer or the Custodial Bank, as applicable, may hold the Permitted Investments in its vaults (including any vault over which it may have exclusive access and dominion) or in a commingled account (whether book-entry or otherwise), as agent for its customers, or with any bank, central depository or clearing corporation as the Servicer’s subcustodian, in nominee name or otherwise.

Cash Collateral Account. Notwithstanding anything to At, or at any time before, the contrary contained herein, no notice given or declaration made by time the Administrative Agent pursuant to this Article VI Borrower shall affect (i) the obligation of any LC Issuing Bank be required to make any payment under any Letter of Credit in accordance with a deposit into the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingCash Collateral Account, the Administrative Agent shall establish and maintain at its offices at One Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx the request, or may with the consent, name of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and but under the sole dominion and control of, of the Administrative Agent, and amounts deposited in a cash collateral account designated as Allied Bus Corp./Cash Collateral Account" to be renamed - 38 - 44 "GLOBAL VACATION GROUP, INC./CASH COLLATERAL ACCOUNT" upon the Cash Collateral Account shall bear interest at a rate equal occurrence of the Name Change (the "CASH COLLATERAL ACCOUNT"). The Borrower may from time to the rate generally offered by Citibank for time make one or more deposits equal to the amount deposited by the Borrower in into the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants pledges to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders Credit Parties, a Lien on and security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds sums at any time and from time to time on deposit therein (the Cash Collateral Account, together with all sums on deposit therein, being sometimes hereinafter collectively referred to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed as the "CASH COLLATERAL"), as collateral security for the prompt payment in full immediately upon demand orwhen due, in whether at stated maturity, by acceleration or otherwise, of the case of subsequent drawingsBorrower Obligations. The Borrower agrees that at any time and from time to time at its expense, upon being madeit will promptly execute and deliver to the Administrative Agent any further instruments and documents, thenand take any further actions, in any such event, that may be necessary or that the Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Cash Collateral. The Borrower agrees that it will not (i) sell or otherwise dispose of any of the Cash Collateral, or (ii) create or permit to exist any Lien upon any of the Cash Collateral, except for Permitted Liens. The Borrower hereby authorizes the Administrative Agent, promptly after each drawing under any Letter of Credit shall become due and payable, to apply the amounts then any and all cash on deposit in the Cash Collateral Account, toward Account towards the payment in full of any reimbursement of the LC Outstandings as Issuer for all sums paid in respect of such drawing, and when such obligations all other Borrower Obligations which shall become then be due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateowing.

Cash Collateral Account. Notwithstanding anything At any time and from time to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect time (i) after the obligation occurrence and during the continuance of an Event of Default, the Agent, at the direction or with the consent of the Required Lenders, may require OCA to deliver to the Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any LC Issuing Bank to make time outstanding (whether or not any payment beneficiary under any Letter of Credit in accordance with the terms of shall have drawn or be entitled at such Letter of Credit or time to draw thereunder) and (ii) in the obligations event of each Lender in respect a prepayment under SECTION 2.6(B), or to the extent any amount of each such Letter a required prepayment under SECTION 2.6(D) or 2.6(E) remains after prepayment of Credit; providedall outstanding Loans and Reimbursement Obligations and termination of the Commitments, however, that if an Event of Default has occurred and is continuingas contemplated by SECTION 2.6(F), the Administrative Agent shall at will retain such amount as may then be required to be retained, such amounts in each case under clauses (i) and (ii) above to be held by the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the a cash collateral account (the “"Cash Collateral Account”) described below equal "). OCA hereby grants to the LC Outstandings on such date. Such Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to OCA's Reimbursement Obligations as and when the same shall at all times be free and clear of all rights or claims of third partiesarise. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Collateral Account Equivalents, which investments shall be maintained with made at the Administrative Agent direction of OCA (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the name ofdiscretion of the Agent), and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants Agent will deliver to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns Lender an amount equal to the Administrative Agent for Reimbursement Obligation created as a result of such payment (or, if the benefit of LC Issuing Banks and the Lenders amounts so held are less than such Reimbursement Obligation, all of its right, title and interest in, such amounts) to reimburse the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of CreditIssuing Lender therefor. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the Any amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then remaining in the Cash Collateral Account after the expiration of all Letters of Credit and the Lien reimbursement in full of the Administrative Issuing Lender for all of its obligations thereunder shall be held by the Agent, for the benefit of OCA, to be applied against the Obligations in such order and manner as the Agent may direct. If OCA is required to provide cash collateral pursuant to SECTION 2.6(B), such amount (to the extent not applied as aforesaid) shall be returned to OCA on demand, provided that after giving effect to such return (i) the Cash Collateral Account sum of (y) the aggregate principal Dollar Amount of all Loans outstanding at such time and (z) the funds therein aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Commitments at such time and (ii) no Default or Event of Default shall automatically terminatehave occurred and be continuing at such time. If OCA is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to OCA within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. Notwithstanding anything Lender may, at its option, require the establishment of a Cash Collateral Account, in which event, Borrower shall cause all Payments to be deposited into the Cash Collateral Account. In furtherance of this covenant, Borrower shall instruct all Customers to make all Payments either by electronic funds transfer directly to the contrary contained hereinCash Collateral Account or by check to a post office box or other collection facility under Lender’s control for deposit into the Cash Collateral Account. If any Payments are made directly to the Borrower or otherwise come into the Borrower’s possession, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Borrower shall affect (i) the obligation of not commingle any LC Issuing Bank to make any payment under any Letter of Credit in accordance such Payment with the terms Borrower’s other funds or property, but shall hold the Payment separate and apart in trust for the Lender and shall promptly deliver the Payment to the Lender (appropriately endorsed, if the Payment is in the form of such Letter a check) for deposit into the Cash Collateral Account. Interest (if any) earned on sums on deposit in the Cash Collateral Account shall be added to the Cash Collateral Account. The Borrower hereby appoints the Lender and any officer, employee or agent of Credit the Lender as the Lender may from time to time designate as attorneys-in-fact for the Borrower to endorse and sign the name of the Borrower on all checks, drafts, money orders or (ii) other Items delivered to the obligations Lender for deposit into the Cash Collateral Account. The Cash Collateral Account shall constitute part of each the Collateral, and funds on deposit in the Cash Collateral Account shall be applied towards the amounts due and owing under the Revolving Note, this Agreement and/or the other Loan Documents as determined by Lender in respect its sole and absolute discretion, and provided no event of each such Letter of Credit; provideddefault has occurred and remains uncured, however, that if the remaining funds shall be deposited into Borrower’s Operating Account. If an Event of Default has occurred and is continuingremains uncured, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account Payments received by Lender shall be maintained with applied as the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Lender may determine in its sole discretion. The Borrower hereby grants retains the sole responsibility for assuring the Borrower’s Operating Account contains sufficient funds to pay an Items that may be presented for payment from the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Operating Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require If the Borrower is required to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds in the Cash Collateral Account shall bear interest at a rate equal pursuant to the rate generally offered by Citibank for deposits equal terms hereof, then the Borrower and the Administrative Agent shall establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest in such account and the funds therein. The Borrower hereby pledges to the amount deposited by Administrative Agent and grants the Borrower Administrative Agent a security interest in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for a term the payment of the Obligations. So long as no Default or Event of Default exists, (A) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (B) the Administrative Agent shall release to the Borrower at the Borrower’s written request any funds held in the Cash Collateral Account in excess of the amount required to be on deposit to cure a Borrowing Base Deficiency pursuant to Section 2.05(b). During the existence of any Default or Event of Default, the Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in any order determined by the Administrative Agent, regardless of any Letter of Credit Exposure that may remain outstanding. The Administrative Agent may in its sole discretion. The Borrower hereby grants discretion at any time release to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all Borrower any funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit held in the Cash Collateral Account, toward . The Administrative Agent shall exercise reasonable care in the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own Property, it being understood that the Cash Collateral Account Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds. If a Defaulting Lender deposits funds in a deposit account with the Administrative Agent pursuant to the terms of this Section 2.07(g)(iv) and Section 2.07(h), then such Lender and the Administrative Agent shall establish such cash collateral account and such Lender shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish such account and grant the Administrative Agent a first priority security interest in such account and the funds therein shall automatically terminatetherein. Such Defaulting Lender hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest in such collateral account, whenever established, all funds held in such account from time to time, and all proceeds thereof as security for the payment of the Letter of Credit Obligations of the Borrower to be applied as provided in Section 2.07(h) below.

Cash Collateral Account. Notwithstanding anything The Borrower shall cause to be opened and ----------------------- maintained with Bank a noninterest bearing deposit account or accounts (collectively, the "Cash Collateral Account"), and Borrower shall deposit, in such account all cash proceeds of the Collateral, including, without limitation, collections on the Accounts received at each of the lockboxes and blocked accounts maintained by the Bank. Funds deposited in the Cash Collateral Account shall be deemed collected only when actually accepted by Bank. All cash proceeds of the Collateral received directly by the Borrower shall be held by the Borrower in trust for the benefit of the Bank, shall be segregated from all other funds of the Borrower and shall, within one business day after receipt, be paid over to the contrary contained herein, no notice given Bank in the same form as so received (with any necessary endorsement or declaration made assignment) for deposit into the Cash Collateral Account. The Bank shall have sole dominion and control over all items and funds in the Cash Collateral Account and such items and funds may be withdrawn only by the Administrative Agent pursuant to this Article VI Bank and the Borrower shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit have no control over or (ii) the obligations of each Lender withdrawal rights in respect of each such Letter the Cash Collateral Account. The Bank may, in its discretion, release to the Borrower from time to time, all or any part of Credit; providedthe collected funds deposited in the Cash Collateral Account, howeverbut the Bank shall otherwise apply all or any part of the collected funds on deposit in the Cash Collateral Account to the payment of the Bank Debt whether on account of principal or interest or otherwise as the Bank in its discretion may elect, that if an until the Bank Debt is fully paid. So long as no Event of Default has occurred and is continuing, cash proceeds of the Administrative Agent Collateral located in California shall not be received at the requestlockbox account maintained by the Bank, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account but shall be collected by Borrower and maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateBorrower's own account.

Cash Collateral Account. Notwithstanding anything Upon the occurrence of a default or Event of Default under this Agreement and following a request of Lender, Borrower shall cause all Payments to be deposited into the Cash Collateral Account. In furtherance of this covenant, Borrower shall instruct all Customers to make all Payments either by electronic funds transfer directly to the contrary contained hereinCash Collateral Account or by check to a post office box or other collection facility under Lender's control for deposit into the Cash Collateral Account. If any Payments are made directly to the Borrower or otherwise come into the Borrower's possession, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Borrower shall affect (i) the obligation of not commingle any LC Issuing Bank to make any payment under any Letter of Credit in accordance such Payment with the terms Borrower's other funds or property, but shall hold the Payment separate and apart in trust for the Lender and shall promptly deliver the Payment to the Lender (appropriately endorsed, if the Payment is in the form of such Letter a check) for deposit into the Cash Collateral Account. Interest (if any) earned on sums on deposit in the Cash Collateral Account shall be added to the Cash Collateral Account. The Borrower hereby appoints the Lender and any officer, employee or agent of Credit the Lender as the Lender may from time to time designate as attorneys-in-fact for the Borrower to endorse and sign the name of the Borrower on all checks, drafts, money orders or (ii) other Items delivered to the obligations Lender for deposit into the Cash Collateral Account. The Cash Collateral Account shall constitute part of each the Collateral, and funds on deposit in the Cash Collateral Account shall be applied towards the amounts due and owing under the Revolving Note, this Agreement and/or the other Loan Documents as determined by Lender in respect its sole and absolute discretion, and provided no Event of each such Letter of Credit; providedDefault has occurred and remains uncured, however, that if the remaining funds shall be deposited into Borrower's Operating Account. If an Event of Default has occurred and is continuingremains uncured, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account Payments received by Lender shall be maintained with applied as the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Lender may determine in its sole discretion. The Borrower hereby grants retains sole responsibility for assuring that Borrower's Operating Account contains sufficient funds to pay any Items that may be presented for payment from the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Operating Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything The Borrowers shall establish a Cash Collateral Account in which to deposit Collateral consisting of cash or Cash Equivalents from time to time, (i) representing payments received pursuant to Section 2.3(b) or (c) or Section 4.15 in excess of then outstanding Revolving Credit Loans or on account of Eurodollar Rate Loans which would otherwise result in repayment of such Loans prior to the contrary contained herein, no notice given or declaration made by end of the Interest Period applicable thereto, (ii) with respect to Letter of Credit Obligations (x) at the request of the Administrative Agent upon the occurrence of an Event of Default, or (y) for the purposes set forth in Section 4.6 in the event of termination of this Agreement, or (iii) for any other purpose appropriate under this Agreement to provide security for the Secured Obligations. On the last day of the applicable Interest Period as to any amounts deposited to the Cash Collateral Account pursuant to this Article VI shall affect clause (i) the obligation of any LC Issuing Bank to make any payment above or if a drawing under any a Letter of Credit in accordance occurs with respect to any amounts deposited to the terms of such Letter of Credit or Cash Collateral Account pursuant to clause (ii) the obligations of above, each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, Borrower hereby authorizes the Administrative Agent shall at to use the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount monies deposited in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights to make payment to the payee with respect to such Loan or claims of third partiesdrawing. The Cash Collateral Account shall be maintained with in the name of the Administrative Agent in and the name of, and under the Administrative Agent shall have sole dominion and control ofover, and sole access to, the Administrative Agent, and amounts deposited Cash Collateral Account. Neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the Cash Collateral Account. Each Borrower agrees that it will not at any time (x) sell or otherwise dispose of any interest in the Cash Collateral Account shall bear interest at a rate equal or any funds held therein or (y) create or permit to exist any Lien upon or with respect to the rate generally offered Cash Collateral Account or any funds held therein, except as provided in or contemplated by Citibank this Agreement. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited with the Administrative Agent, it being understood that the Administrative Agent shall not have any responsibility for deposits equal taking any necessary steps to the amount deposited by the Borrower preserve rights against any parties with respect to any funds held in the Cash Collateral Account, for a term . Subject to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to right of the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, withdraw funds from the Cash Collateral Account as provided herein, the Administrative Agent will, so long as no Default or Event of Default shall have occurred and all funds be continuing, from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then invest funds on deposit in the Cash Collateral Account, toward the payment in full reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, in each case, in Cash Equivalents, as the Borrowers may direct prior to the occurrence of the LC Outstandings a Default or Event of Default and as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay may select after the occurrence and reassign to during the Borrower any cash then continuance of a Default or Event of Default. Such proceeds, interest and income which are not so invested or reinvested in Cash Equivalents shall be deposited and held by the Administrative Agent in the Cash Collateral Account and the Lien of the Account. The Administrative Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned in any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the Cash Collateral Account and the funds therein shall automatically terminateterms set forth in this Section 4.16.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) If the obligation US Borrower is required to deposit funds in the Cash Collateral Account pursuant to Section 2.2(a)(ii), 2.2(f), 7.2(c) or 7.3(b) or any other provision under this Agreement, then the US Borrower and the US Administrative Agent shall establish the Cash Collateral Account and the US Borrower shall execute any documents and agreements, including the US Administrative Agent’s standard form assignment of any LC Issuing Bank deposit accounts, that the US Administrative Agent reasonably requests in connection therewith to make any establish the Cash Collateral Account and grant the US Administrative Agent an Acceptable Security Interest in such account and the funds therein. The US Borrower hereby pledges to the US Administrative Agent and grants the US Administrative Agent a security interest in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment under any Letter of Credit in accordance with the terms of such Letter of Credit or applicable Secured Obligations. (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount Funds held in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained held as Cash Collateral for obligations with respect to Letters of Credit or outstanding Swing Line Advances, as applicable, and promptly applied by the US Administrative Agent at the request of the Issuing Lender or applicable Swing Line Lender to any reimbursement or other obligations under Letters of Credit that exist or occur and to any outstanding Swing Line Advances, as applicable. To the extent that any surplus funds are held in the name ofCash Collateral Account above the Letter of Credit Exposure and the outstanding amount of the Swing Line Advances during the existence of an Event of Default the US Administrative Agent may (A) hold such surplus funds in the Cash Collateral Account as Cash Collateral for the applicable Secured Obligations or (B) apply such surplus funds to any Secured Obligations in any manner directed by the US Majority Lenders. If no Event of Default exists, then at the US Borrower’s request, the US Administrative Agent shall release any surplus funds held in the Cash Collateral Account above the sum of (x) the Letter of Credit Exposure (or in the case of any Letter of Credit with an expiration date beyond the fifth Business Day prior to the Maturity Date, 105% of the Letter of Credit Exposure allocable to such Letter of Credit) and (y) all Defaulting Lenders’ Applicable Pro Rata Share of outstanding Swing Line Advances other than Swing Line Advances as to which such Defaulting Lender’s participation obligation has been funded by it, Cash Collateralized or reallocated to other Lenders. (iii) Funds held in the Cash Collateral Account may be invested in Liquid Investments maintained with, and under the sole dominion and control of, the US Administrative Agent or in another investment if mutually agreed upon by the US Borrower and the US Administrative Agent, and amounts deposited but the US Administrative Agent shall have no obligation to make any investment of the funds therein. The US Administrative Agent shall exercise reasonable care in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks custody and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Lien of the US Administrative Agent on accords its own property, it being understood that the Cash Collateral Account and the funds therein US Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything to Within 30 days following the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingClosing Date, the Administrative Agent Company shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral open a depository account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such with [U.S. Bank, N.A.] which Cash Collateral Account shall at be subject to a control agreement, substantially in the form of Exhibit B (and with such other changes as may be approved by the Collateral Agent and the Company) (the “Control Agreement”), between the Company, [U.S. Bank, N.A.] and the Collateral Agent. The Company shall cause all times Monetization Revenues to be free deposited into such Cash Collateral Account, shall provide instructions to each payor of Monetization Revenues to directly deposit any Monetization Revenues into the Cash Collateral Account, and clear the Company hereby authorizes the Majority Purchasers to inform any payor of Monetization Revenues of the Company’s obligation to direct all rights or claims Monetization Revenues to the Cash Collateral Account as required hereunder. On each deposit of third partiesMonetization Revenues to the Cash Collateral Account, the Company shall deliver an officer’s certificate in the form of Exhibit C to the Collateral Agent detailing the source and nature of such Monetization Revenues and setting forth the Company’s calculation of the required application of the resulting Monetization Revenues. On a monthly basis on and after the Closing Date, but no later than the 15th day of each month, the Collateral Agent shall deliver to the Company a written statement (each a “Collateral Agent Statement”) with reasonable detail showing the amounts applied by the Collateral Agent in the Cash Collateral Account for the prior month to the payment of the Note or, after the payment in full of the Notes, the payments made to Revenue Participants, and payments to the Company in respect of the Monetization Revenues. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion control of the Collateral Agent and the Company may not have withdrawal rights with respect to, or otherwise control of, the Administrative Agent, and amounts deposited in Cash Collateral Account; provided that the Collateral Agent shall make withdrawals from the Cash Collateral Account shall bear interest at a rate equal promptly following the deposit of any Monetization Revenues, and will apply such Monetization Revenues to amounts due hereunder in accordance with this Agreement, and will release any excess amounts to the rate generally offered by Citibank for deposits equal Company. The Company shall have access to account statements from the amount deposited by the Borrower in depositary bank concerning the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of Lender may at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, time require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “establishment of a Cash Collateral Account”) described below equal , in which event Borrower shall cause all Payments to be deposited into the Cash Collateral Account. In furtherance of this covenant, Borrower shall instruct all Customers to make all Payments either by electronic funds transfer directly to the LC Outstandings Cash Collateral Account or by check to a post office box or other collection facility under Lender's control for deposit into the Cash Collateral Account. If any Payments are made directly to the Borrower or otherwise come into the Borrower's possession, the Borrower shall not commingle any such Payment with the Borrower's other funds or property, but shall hold the Payment separate and apart in trust for the Lender and shall promptly deliver the Payment to the Lender (appropriately endorsed, if the Payment is in the form of a check) for deposit into the Cash Collateral Account. Interest (if any) earned on such date. Such sums on deposit in the Cash Collateral Account shall at be added to the Cash Collateral Account. The Borrower hereby appoints the Lender and any officer, employee or agent of the Lender as the Lender may from time to time designate as attorneys-in-fact for the Borrower to endorse and sign the name of the Borrower on all times be free and clear of all rights checks, drafts, money orders or claims of third partiesother Items delivered to the Lender for deposit into the Cash Collateral Account. The Cash Collateral Account shall be maintained with constitute part of the Administrative Agent in the name ofCollateral, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds on deposit in the Cash Collateral Account shall bear interest at a rate equal to be applied towards the rate generally offered by Citibank for deposits equal to amounts due and owing under the amount deposited by Revolving Note, this Agreement and/or the Borrower in the Cash Collateral Account, for a term to be other Loan Documents as determined by Lender in its sole and absolute discretion, and at Lender's sole and absolute discretion, the Administrative Agent, remaining funds shall be deposited into Borrower's Operating Account. Payments received by Lender shall be applied as the Lender may determine in its sole discretion. The Borrower hereby grants retains sole responsibility for assuring that Borrower's Operating Account contains sufficient funds to pay any Items that may be presented for payment from the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Operating Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the The Administrative Agent shall at establish and maintain, in the request, or may with the consent, name of the Majority Lenders, upon notice to Borrower but under the Borrower, require the Borrower to deposit with sole dominion and control of the Administrative Agent an amount in the Agent, a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties). The Cash Collateral Account Borrower shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in from time to time make such deposits into the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered as are required by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretionthis Agreement. The Borrower hereby grants pledges to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders Credit Parties, a Lien on and security interest in the Cash Collateral Account and all sums at any time and from time to time on deposit therein (the Cash Collateral Account, together with all sums on deposit therein, being sometimes hereinafter collectively referred to as the “Cash Collateral”), as collateral security for the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, of the Obligations. The Borrower shall, at any time and from time to time at its expense, promptly execute and deliver to the Administrative Agent any further instruments and documents, and take any further actions, that may be necessary or that the Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby assigns or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Cash Collateral. The Borrower shall not (i) except as otherwise contemplated by this Agreement to repay Revolving Loans or Reimbursement Obligations, sell or otherwise dispose of any of the Cash Collateral, or (ii) create or permit to exist any Lien upon any of the Cash Collateral other than Liens in favor of the Administrative Agent for the benefit of LC Issuing Banks the Secured Parties. The Borrower hereby authorizes the Administrative Agent, promptly after each drawing under any Letter of Credit shall become due and the Lenders all of its rightpayable, title and interest in, the Cash Collateral Account to apply any and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then cash on deposit in the Cash Collateral Account, toward Account towards the payment in full of any reimbursement of the LC Outstandings as Issuer for all sums paid in respect of such drawing, and when such obligations all other Obligations which shall become then be due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateowing.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrower shall, on Agent's request, or forthwith deposit with Agent, in cash, an amount equal to the maximum aggregate amount of all LC Outstandings then outstanding. If Borrower fails to make such deposit on the first Business Day following Agent's demand therefor, Lenders may with the consent, (and shall upon direction of the Majority Required Lenders) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrower to Agent or any Lender with respect to the LC Outstandings Obligations which may be then outstanding. Neither Borrower nor any other Person claiming by, through or under or on such date. Such behalf of Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, PROVIDED that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings outstanding, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrower).

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Obligations, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, time that if an Event of Default exists, (ii) on or at any time after the Commitment Termination Date, (iii) on the day that is thirty (30) days prior to the last day of the DIP Term (except to the extent such LC Obligations relate to one or more Extended Term Letters of Credit), or (iv) at any time that Availability is less than zero, then Borrowers shall, on Lender’s request, forthwith pay to Lender the amount of any LC Obligations that are then due and payable and Cash Collateralize all outstanding Letters of Credit that are not then due and payable. If notwithstanding the occurrence of one or more of the events described in clauses (i), (ii), (iii) and (iv) in the immediately preceding sentence Borrowers fail to Cash Collateralize any outstanding Letters of Credit that are not then due and payable on the first Business Day following Lender’s demand therefor, Lender may advance such amount as Revolver Loans (whether or not the Commitment Termination Date has occurred or an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Lender in the Cash Collateral Account and is continuingshall be invested by Lender, the Administrative Agent shall at the within a reasonable amount of time following Borrowers’ request, or may with the consent, of the Majority Lenders, upon notice in Cash Equivalents. Each Borrower hereby pledges to the Borrower, require the Borrower Lender and grants to deposit with the Administrative Agent an amount Lender a security interest in all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations (including LC Obligations), whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Lender may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Lender may elect, as shall be or shall become due and payable by Borrowers to Lender with respect to the LC Outstandings on such date. Such Obligations; provided, that if at any time the LC Obligations are reduced without the application of Cash Collateral Account to such LC Obligations, absent an Event of Default, the portion of Cash Collateral related to such LC Obligations so reduced shall at all times be free and clear promptly paid by Lender to Borrowers. Neither Borrowers nor any other Person claiming by, through or under or on behalf of Borrowers shall have any right to withdraw any of the Cash Collateral held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Obligations, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to Borrowers unless an Event of Default then exists (in which event Lender may apply such Cash Collateral to the rate generally offered by Citibank for deposits equal payment of any other Obligations outstanding and, to the amount deposited by the Borrower in the extent so applied, such Cash Collateral Account, for a term shall be applied in accordance with the provisions of Section 5 with any surplus to be determined by the Administrative Agent, in its sole discretionturned over to Borrowers). The Borrower hereby grants to the Administrative Agent for the benefit obligations of Borrowers under this Section 2.3.3 shall survive Full Payment of the LC Issuing Banks Obligations and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Commitment, including any obligations with respect to Extended Term Letters of Credit, of all such obligations, Credit that remain outstanding beyond the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateCommitment Termination Date.

Cash Collateral Account. Notwithstanding anything Without limiting its obligations under Section 9.1 hereof, the Company hereby agrees that upon the occurrence and during the continuance of any Event of Default it shall, upon demand by the Majority Banks through the Administrative Agent, pay (and in the case of any Event of Default specified in paragraph (g) or (h) of Section 9.1 hereof with respect to the contrary contained hereinCompany, no notice given forthwith, without any demand or declaration made the taking of any other action by any of the Bank Parties, pay) to the Administrative Agent an amount in immediately available funds equal to the then aggregate undrawn face amount of all Letters of Credit. All amounts received by the Administrative Agent pursuant to this Article VI Section 9.2 (and all investments of such amounts and earnings therein and proceeds thereof) shall affect (i) be held by the obligation Administrative Agent in a cash collateral account in the name of any LC Issuing Bank to make any payment under any the Administrative Agent entitled "Crown Central Petroleum Letter of Credit in accordance with Cash Collateral Account" (the terms "Collateral Account") as collateral for the prompt payment and performance when due of such all Letter of Credit or (ii) Liabilities, and following the obligations satisfaction of each Lender in respect of each such all Letter of Credit; providedCredit Liabilities, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount as collateral for all other Obligations. The balance in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at from time to time (including all times be free earnings thereon and clear of all rights or claims of third parties. The Cash Collateral Account proceeds thereof) shall be maintained with invested and reinvested by the Administrative Agent in the name of, and under the sole dominion and control of, of the Administrative Agent, and amounts deposited Agent in Temporary Cash Investments (maturing not later than 15 days after the Cash Collateral Account date acquired) as the Company shall bear interest at a rate equal from time to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants time specify to the Administrative Agent for (failure by the benefit Company to make any such specification being deemed a specification to make an investment with NationsBank of a type described in clause (e) of the LC Issuing Banks definition herein of "Temporary Cash Investments"), and the Lenders a Lien in Company hereby authorizes and hereby assigns to directs the Administrative Agent for to collect and receive any earnings and proceeds of any such obligations and to credit the benefit net amount of LC Issuing Banks all such receipts to the Collateral Account. If and to the Lenders all of its right, title and interest in, extent so requested by the Cash Collateral Account and all funds Company from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligationstime, the Administrative Agent will repay debit the Collateral Account (and reassign liquidate any investments therein to the Borrower any cash extent necessary) in an amount equal to the excess, if any, of the then outstanding balance in the Cash Collateral Account over the then aggregate outstanding amount of Letter of Credit Liabilities, and pay such amount to the Company (by depositing the same in an account of the Company maintained with NationsBank and designated by the Company), provided that no such debit or payment shall be made if a Default has occurred and is continuing or would result therefrom. When all of the Obligations shall have been paid in full and the Lien Commitments and all Letter of Credit Liabilities and all Letters of Credit shall have expired or been terminated, the Administrative Agent on shall transfer to the Cash Company (by depositing the same in an account of the Company maintained with NationsBank and designated by the Company) the then outstanding balance in the Collateral Account and the funds therein shall automatically terminateAccount.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default with respect to any Borrower has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the such Borrower, require the such Borrower to deposit with the Administrative Agent an amount in the cash collateral account of such Borrower (the as to such Borrower, its “Cash Collateral Account”) described below equal to the LC Outstandings for the account of such Borrower on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Such Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the such Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the such Borrower in the its Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Each Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the its Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of CreditCredit issued for its account. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the such Borrower’s Cash Collateral Account, toward the payment in full of any of the LC Outstandings for the account of such Borrower as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of CreditCredit issued for the account of such Borrower, of all such obligationsobligations of such Borrower, the Administrative Agent will repay and reassign to the such Borrower any cash then in the its Cash Collateral Account and the Lien of the Administrative Agent on the such Cash Collateral Account and the funds therein shall automatically terminate.

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrowers shall, on Fleet's or Agent's request, or may forthwith deposit with the consentAgent, in cash, an amount equal to 105% of the Majority aggregate amount of LC Outstandings. If Borrowers fail to make such deposit on the first Business Day following Agent's or Fleet's demand therefor, Lenders may (and shall upon direction of the Required Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent ) advance such amount as Revolver Loans (whether or not an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such dateOut-of-Formula Condition is created thereby). Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account cash (together with any interest accrued thereon) shall be maintained with the Administrative held by Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear and may be invested, in Agent's discretion, in Cash Equivalents. Each Borrower hereby pledges to Agent and grants to Agent a security interest at a rate equal in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the rate generally offered by Citibank for deposits equal payment of all Obligations, whether or not then due or payable. From time to the amount time after cash is deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Agent may apply Cash Collateral then held in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect the payment of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand oramounts, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative order as Agent may apply elect, as shall be or shall become due and payable by Borrowers to Agent or any Lender with respect to the amounts then LC Obligations. Neither a Borrower nor any other Person claiming by, through or under or on deposit behalf of Borrowers shall have any right to withdraw any of the Cash Collateral held in the Cash Collateral Account, toward including any accrued interest, provided that upon termination or expiration of each Letter of Credit and the payment in full and satisfaction of any all of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullwith respect thereto, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then Cash Collateral remaining in the Cash Collateral Account and with respect to such Letter of Credit shall be returned to Borrowers unless an Event of Default then exists (in which event Agent may apply such Cash Collateral to the Lien payment of any other Obligations outstanding, with any surplus remaining after Full Payment of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateObligations to be turned over to Borrowers).

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of If any LC Issuing Bank to make Obligations, whether or not then due or payable, shall for any payment under reason exist (x) at any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, the Administrative Agent shall at the request(y) on any date that Availability is less than zero, or (z) on or at any time after the Commitment Termination Date, then Borrowers shall, on demand by Agent or the Required Lenders, forthwith deposit with Agent, in cash, an amount equal to the maximum aggregate amount of all LC Obligations then outstanding. If Borrowers fail to make such deposit on the first Domestic Business Day following Agent's or the Required Lenders' demand therefor, Lenders may with the consent, (and shall upon direction of the Majority Required Lenders, upon notice to ) advance such amount as Revolver Loans (whether or not an Out-of-Formula Condition is created thereby and irrespective of the Borrower, require occurrence of the Borrower to deposit Commitment Termination Date). Such cash (together with the Administrative any interest accrued thereon) shall be held by Agent an amount in the Cash Collateral Account and may be invested, as so directed by Agent in its discretion, in Cash Equivalents. Each Borrower hereby pledges to Agent and grants to Agent a security interest in all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent shall apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrowers to either of Agent or any Lender with respect to the LC Outstandings Obligations which may be then outstanding. No Borrower nor any other Person claiming by, through or under or on behalf of such date. Such Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Obligations outstanding, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower Borrowers unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings other Obligations outstanding, as and when such obligations shall become due and payable. Upon payment in fulldirected by Agent, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrowers).

Cash Collateral Account. Notwithstanding anything to the contrary contained hereinIf any LC Outstandings, no notice given whether or declaration made by the Administrative Agent pursuant to this Article VI not then due or payable, shall affect for any reason be outstanding (i) the obligation of at any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, or (iii) on or at any time after the Administrative Agent shall at the Commitment Termination Date, then Borrower shall, on Agent's or CIT's request, forthwith deposit with Agent, in cash, an amount equal to the aggregate amount of LC Outstandings. If Borrower fails to make such deposit on the first Business Day following Agent's or CIT's demand therefor, Lenders may with the consent, (and shall upon direction of the Majority Required Lenders) advance such amount as Revolving Loans (whether or not an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent's discretion, in Cash Equivalents. Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of CIT in such capacity and for the Pro Rata benefit of Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash collateral account (is deposited in the “Cash Collateral Account”) described below equal , Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrower to CIT or any Lender with respect to the LC Outstandings that may be then outstanding. Neither Borrower nor any other Person claiming by, through or under or on such date. Such behalf of Borrower shall have any right to withdraw any of the Cash Collateral Account shall at all times be free and clear held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all rights or claims Letters of third parties. The Credit and the payment and satisfaction of all of the LC Outstandings outstanding, any Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited remaining in the Cash Collateral Account shall bear interest at a rate equal be returned to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower unless an Event of Default then exists (in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative which event Agent may apply the amounts then on deposit in the such Cash Collateral Account, toward to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in fullother Obligations outstanding, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign with any surplus to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminatebe turned over to Borrower).

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made (a) There is hereby established by the Administrative Trustee for the benefit of the Collateral Agent pursuant and the Holders a cash collateral account, subject to this Article VI shall affect (i) such applicable laws and such applicable regulations of the obligation Board of Governors of the Federal Reserve System and of any LC Issuing Bank to make any payment under any Letter of Credit other 66 appropriate banking or governmental authority as may now or hereafter be in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account effect (the “"Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent "), in the name of, and under the sole dominion and control ofof the Collateral Agent. The Company shall, except as provided in Section 4.07(c) hereof, deposit from time to time into the Cash Collateral Account all Net Proceeds of any Permitted License Holding Subsidiary Transaction allocable to the Collateral. Any income received by the Collateral Agent with respect to the balance from time to time standing to the credit of the Cash Collateral Account, including any interest or capital gains on Permitted Investment Accounts or Instruments, shall remain, or be deposited, in the Cash Collateral Account. All such income, interest or capital gains which are received by the Company shall be received in trust for the benefit of the Collateral Agent and the Holders and shall be paid over to the Collateral Agent as Collateral in the same form as received (with any necessary endorsement) to be released or disposed of only as specified in subsection (b) below, and the Company shall deposit any such interest and other payments that are in the form of cash into the Cash Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in the Cash Collateral Account, together with any Permitted Investment Accounts from time to time made pursuant to this Section 11.01 and any Instruments deposited therein, shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as provided in the applicable Security Document(s). (b) The balance from time to time standing to the credit of the Cash Collateral Account shall be distributed to the Company entitled thereto only as permitted under Section 4.07 hereof or the Collateral Agency Agreement; provided that the Collateral Agent shall not distribute to the Company or such other Person any such funds upon the occurrence and continuation of a Default except pursuant to the express terms of the Collateral Agency Agreement. If immediately available cash on deposit in the Cash Collateral Account is not sufficient to make any such permitted distribution, the Administrative AgentCollateral Agent shall liquidate as promptly as practicable Permitted Investment Accounts as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of Sections 4.07 and amounts deposited 6.01 hereof or this Section 11.01 or any other Security Document, such distribution shall not be made until such liquidation has taken place. (c) Amounts on deposit in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks invested and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds reinvested from time to time on deposit therein to secure its reimbursement obligations in respect such Permitted Investment Accounts as are described in clauses (a), (b), (c) and (d) of Letters the definition of Credit. If any drawings then outstanding or thereafter made are not reimbursed such term, as the Company shall instruct the Collateral Agent in full immediately upon demand orwriting, in the case of subsequent drawingsprovided, upon being madehowever, then, in any such eventthat if a Default shall have occurred and be continuing, the Administrative Collateral Agent may apply shall have the exclusive right to make investment decisions with respect to amounts then on deposit in the Cash Collateral Account. Such Permitted Investment Accounts shall be held in the name and be under the sole dominion and control of the Collateral Agent, toward subject to the payment right of the Trustee under Article 6 hereof and the Security Documents. In order to provide the Collateral Agent, for the benefit of the Holders, with a perfected security interest therein, each such Permitted Investment Account, or, in full the case of the Permitted Investment Accounts described in clause (d) of the definition of that term, each security which is the subject of a repurchase obligation, shall be either: (i) evidenced by negotiable certificates or instruments, or if non-negotiable then issued in the name of the Collateral Agent, which (i) are delivered (together with any appropriate instruments of transfer) to, and held by, the Collateral Agent or an agent thereof (which shall not be the Company or any of its Affiliates) in the LC Outstandings as State of ______ or (ii) held by or on behalf of DTC ("Clearing Corporation") and when such obligations shall become due and payable. Upon payment in full, after the termination credited to a securities account of the Letters of Credit, of all Collateral Agent maintained with such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.Clearing Corporation; or

Cash Collateral Account. Notwithstanding anything to (a) Upon the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation occurrence of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred Default, one or more of the Borrowers shall, at the request of the Agent, consistent with the provisions of Article X, provide a letter of credit in form and is continuing, substance satisfactory to the Administrative Required Banks or promptly pay to the Agent in immediately available funds an amount equal to the maximum amount then available to be drawn under all Letters of Credit then outstanding. Any amounts received by the Agent shall be deposited by the Agent in one or more (at the request, or may with the consent, request of the Majority LendersRequired Banks) deposit accounts (such deposit accounts, upon notice to together with any financial assets, security entitlements or security accounts acquired or maintained in connection therewith, shall be the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “"Cash Collateral Account”") described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent ABN AMRO for the benefit of the LC Issuing Banks Bank, the Agent, the Issuing Banks, the Syndicated L/C Bank and the Lenders a Lien in and hereby assigns to the Administrative Agent for Banks. (b) For the benefit of LC Issuing Banks the Banks, and as security for the Lenders payment of all Letter of its rightCredit Obligations and for all other Obligations (including Loans), title each Borrower hereby grants, conveys, assigns, pledges, sets over and transfers to the Agent, and creates in the Agent's favor a Lien on, and security interest in, the Cash Collateral Account and all money, instruments, securities, security entitlements, and securities accounts at any time held in or acquired in connection with the Cash Collateral Account, together with all proceeds thereof, all of which shall be under the sole dominion and control of the Agent. The Borrowers shall have no right to withdraw or to cause ABN AMRO or the Agent to withdraw any funds deposited in, or transfer any financial assets or security entitlements in, the Cash Collateral Account. ABN AMRO recognizes the Agent as the sole party entitled to give any instructions with respect to the Cash Collateral Account and agrees to comply with the Agent's instructions and entitlement orders. ABN AMRO will not agree with any third party that ABN AMRO will comply with entitlement orders concerning the Cash Collateral Account originated by such third party without the prior written consent of the Agent and Borrowers. Upon any adoption of revised Uniform Commercial Code Article 8 by the State of New York, ABN AMRO will treat all property held by it in the Cash Collateral Account as financial assets under such Article 8. (c) At any time and from time to time time, upon the Agent's request, each Borrower promptly shall execute and deliver any and all such further instruments and documents as may be necessary, appropriate or desirable in the Agent's judgment to obtain the full benefits (including perfection and priority) of the security interest created or intended to be created by this Section 3.5 and of the rights and powers granted in this Agreement and the other Credit Documents. The Borrowers shall not create or suffer to exist any Lien on deposit therein any amounts or investments held in the Cash Collateral Account other than the Lien granted under this Section 3.5 and Liens permitted pursuant to secure its reimbursement obligations Sections 8.1(a) and (c). (d) The Agent shall (i) apply any funds in respect the Cash Collateral Account deposited pursuant to Section 3.5(a) above on account of Letters of CreditReimbursement Obligations when the same become due and payable if and to the extent that the Borrowers shall then fail directly to pay such Reimbursement Obligations and (ii) after the date on which the Commitments shall have terminated, apply any such funds remaining in the Cash Collateral Account first, to pay any unpaid Obligations then outstanding and then, to refund any remaining amount to the Borrowers. If any drawings then outstanding or thereafter made are sufficient funds have not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit been deposited in the Cash Collateral Account, toward the payment in full Agent may cause ABN AMRO to liquidate any securities or financial assets securing the Letter of Credit Obligations or any other Obligations (including Loans), regardless of their maturity date or of any of the LC Outstandings penalties associated therewith. (e) Except as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligationsotherwise provided herein, the Administrative Agent will repay and reassign Company, no more than once in any calendar month, may direct ABN AMRO to invest the Borrower any cash then funds held in the Cash Collateral Account and (so long as the Lien aggregate amount of such funds exceeds any relevant minimum investment requirement as determined by the Agent) in one or more types of Cash Equivalents with maturities no longer than 30 days, pending application of such funds on account of Letter of Credit Obligations or on account of other Obligations, as the case may be. In the absence of any such direction from the Company, ABN AMRO shall invest the funds received from WUSA or any of its Subsidiaries in securities issued or fully guaranteed by the U.S. Government. The balance of the Administrative Agent on funds shall be invested in Eurodollar time deposits constituting Cash Equivalents. ABN AMRO shall neither accept nor comply with any entitlement order from any Borrower withdrawing any financial assets from the Cash Collateral Account nor deliver any such financial assets to any Borrower nor pay any amounts owing from ABN AMRO to any Borrower with respect to the Cash Collateral Account without the specific prior written consent of the Agent. ABN AMRO will comply with entitlement orders originated by the Agent concerning the Cash Collateral Account without further consent by any Borrower and regardless of whether an Event of Default shall have occurred. (f) At such time as the Agent delivers a written notice to ABN AMRO which states that an Event of Default has occurred and is continuing and that the Agent is thereby exercising exclusive control over the Cash Collateral Account (the "Notice of Exclusive Control"), ABN AMRO will immediately cease complying with instructions or entitlement orders concerning the Cash Collateral Account originated by any Borrower or any of their representatives until such time as ABN AMRO receives written notice from the Agent that the rights of Borrowers to effect trades from the Cash Collateral Account have been reinstated by the Agent. ABN AMRO shall have no responsibility or liability to any Borrower for complying with a Notice of Exclusive Control or complying with entitlement orders concerning the Cash Collateral Account originated by the Agent. ABN AMRO shall have no duty to investigate or make any determination as to whether an Event of Default exists and shall comply with a Notice of Exclusive Control even if it believes that an Event of Default does not exist. Neither this Agreement nor any other Credit Document imposes or creates any obligation or duty on ABN AMRO other than those expressly set forth herein. (g) All investments of funds held in the Cash Collateral Account shall be made in the Agent's name for the account of the Banks. The Borrowers recognize that any losses or taxes with respect to such investments shall be borne solely by the Borrowers, and each Borrower agrees to indemnify the Agent, the Issuing Bank, the Syndicated L/C Bank and the Banks for, and hold each such Person harmless from and against, any such losses or taxes other than losses arising from the gross negligence or willful misconduct of the Agent, the Issuing Bank, the Syndicated L/C Bank or any Bank. The Agent may liquidate any investment held in the Cash Collateral Account in order to apply the proceeds of such investment on account of Letter of Credit Obligations (or on account of other Obligations then due and payable, as the case may be) without regard to whether such investment has matured and without liability for any penalties or other fees incurred (with respect to which each Borrower hereby agrees to reimburse the Agent) as a result of such application. All items of income, gain, expense and loss recognized in the Cash Collateral Account for U.S. persons shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the appropriate Borrower. (h) The Agent will advise the Company on a monthly basis of the results of the investments of the funds therein held in the Cash Collateral Account based on the daily activity thereof. (i) The Borrowers shall automatically terminatepay to ABN AMRO the fees customarily charged by ABN AMRO with respect to the maintenance of accounts similar to the Cash Collateral Account. (j) This Agreement supplements any deposit agreement or similar agreement which any one or more of the Borrowers and ABN AMRO have entered or may enter into, notwithstanding any integration clause therein. In the event of a conflict between this Agreement and any other agreement between a Borrower and ABN AMRO relating to the Cash Collateral Account, the terms of this Agreement will prevail. Regardless of any provision in such deposit or similar agreement, New York shall be deemed to be ABN AMRO's location for the purposes of this Agreement and the perfection and priority of the Agent's security interest in the Cash Collateral Account. All matters relating to the Cash Collateral Account shall be governed by the laws of the State of New York. (k) The rights and powers granted herein to the Agent have been granted in order to perfect its security interests, are powers coupled with an interest, and will neither be affected by the bankruptcy of any Borrower nor by the lapse of time.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI Section 6.02 shall affect (i) the obligation of any LC Issuing Bank the XX Xxxxx to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an (i) upon the occurrence and during the continuance of any Event of Default has occurred and is continuingDefault, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the aggregate maximum amount available to be drawn under all Letters of Credit outstanding at such time and (ii) at any time that there shall exist a Defaulting Lender, promptly upon (and in any case within 2 Business Days after) the request of the Administrative Agent, any LC Outstandings on such dateBank or the Swingline Lender, the Borrower shall deposit with the Administrative Agent an amount in the Cash Collateral Account equal to an amount sufficient to cover all Fronting Exposure (after giving effect to Section 8.15(a)(iv) and any cash collateral provided by the Defaulting Lender). Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank Bank of America for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, Agent in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Lenders and the Lenders XX Xxxxx a Lien in on, and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks the Lenders and the Lenders XX Xxxxx all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may may, and, upon the Borrower’s request, shall, apply the amounts then on deposit in the Cash Collateral Account, in such priority as the Administrative Agent shall elect, toward the payment in full of any or all of the LC Outstandings Borrower’s obligations hereunder as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then on deposit in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate. Any cash deposited in the Cash Collateral Account provided to reduce Fronting Exposure or other cash collateralization obligations in relation to a Defaulting Lender shall be released promptly following (i) the elimination of the applicable Fronting Exposure or such other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender, in the appropriate portion of such deposited cash, or (ii) the Administrative Agent’s good faith determination that there exists excess cash collateral, in the amount of such excess; provided, however, (x) that cash collateral furnished by or on behalf of the Borrower shall not be released during the continuance of an Event of Default, and (y) the Person providing cash collateral and each relevant LC Bank or Swingline Lender, as applicable, may agree that cash collateral shall not be released but instead held to support future anticipated Fronting Exposure or such other obligations.

Cash Collateral Account. Notwithstanding anything to 1.06.1. As collateral security for the contrary contained herein, no notice given or declaration made by prompt payment in full when due of all M&T Advances and the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingother Obligations, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice Borrowers hereby pledge and grant to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in for the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by ratable benefit of the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Bank and the Lenders as provided herein, a Lien security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, in and to the Cash Collateral Account and all funds the balances from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case Cash Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Cash Collateral Account shall not constitute payment of subsequent drawings, upon being made, then, in any such event, M&T Advances until applied by the Administrative Agent may apply as provided herein or the amounts then L/C Obligations until applied by the Issuing Bank as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Cash Collateral Account shall be subject to withdrawal only as provided in this Section. 1.06.2. Amounts on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as Account shall be invested and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, reinvested by the Administrative Agent in such Cash Equivalents as the Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Administrative Agent for the ratable benefit of the Administrative Agent, the Issuing Bank and the Lenders; provided, that all earnings on such investments will repay be credited to and reassign to retained in the Borrower Cash Collateral Account. The Administrative Agent shall exercise reasonable care in the custody and preservation of any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited with the Administrative Agent, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Cash Collateral Account. 1.06.3. If an Event of Default exists at the time that a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrowers and the Lenders authorize the Administrative Agent to use the monies deposited in the Cash Collateral Account for the purposes of Cash Collateralizing Letters of Credit to reimburse the Issuing Bank for the payment made by the Issuing Bank to the beneficiary with respect to such drawing. 1.06.4. If an Event of Default exists, the Administrative Agent may (and, if instructed by the Required Lenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such investments and reinvestments and apply the proceeds thereof to the Obligations in accordance with Section 8.05. Notwithstanding the foregoing, the Administrative Agent shall not be required to liquidate and release any such amounts if such liquidation or release would result in the amount available in the Cash Collateral Account to be less than the Stated Amount of all Letters of Credit and M&T Advances that remain outstanding. 1.06.5. The Borrowers shall pay to the Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the Cash Collateral Account and investments and reinvestments of funds therein. 1.06.6. The rights and remedies provided in this Agreement and in the funds therein other Credit Documents or otherwise under applicable Laws shall automatically terminatebe cumulative and the exercise of any particular right or remedy shall not preclude the exercise of any other rights or remedies in addition to, or as an alternative of, such right or remedy.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (ia) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, Each Guarantor further agrees that if an Event of Default has occurred and is continuing, the Administrative Agent any Borrower shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower fail to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal any amount required to be deposited therein pursuant to the rate generally offered by Citibank Credit Agreement, the Guarantors shall deposit such amount in a subaccount of the Cash Collateral Account as collateral security for deposits equal each Guarantor's potential obligations hereunder. If the Guarantors fail to furnish such funds, the Agent shall be authorized to debit any accounts the Guarantors maintain with the Agent in such amount. Cash deposited in such subaccount of the Cash Collateral Account pursuant to this Section shall be returned to the amount Guarantors depositing the same to the extent that funds deposited by any Borrower in the Cash Collateral Account would have been required to be returned to such Borrower under the Credit Agreement. (b) Each Guarantor hereby pledges and grants to the Agent, for the benefit of the Banks and the Agent, a continuing lien on and security interest in all right, title and interest of such Guarantor with respect to any funds held in the Cash Collateral Account from time to time, and all proceeds thereof, as security for the payment of the Guaranteed Obligations. (c) The Agent may, at any time or from time to time after funds are deposited in the Cash Collateral Account, for a term to be determined by the Administrative Agent, apply funds then held in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect the payment of Letters any of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand orthe Guaranteed Obligations, in such order as the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply elect, as shall have become or shall become due and payable by any Borrower to the amounts then Banks or the Agent under the Credit Agreement. (d) Neither the Guarantors nor any person or entity claiming on deposit behalf of or through the Guarantors shall have any right to withdraw any of the funds held in the Cash Collateral Account, toward the payment in full . (e) Each Guarantor agrees that it will not (i) sell or otherwise dispose of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then interest in the Cash Collateral Account and the Lien of the Administrative Agent on or any funds held therein, or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to the Cash Collateral Account and or any funds held therein, except as contemplated by the funds therein shall automatically terminateterms hereof.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require If the Borrower is required to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds in the Cash Collateral Account pursuant to Sections 2.05(b), 7.02(b), or 7.03(b), then the Borrower and the Issuing Lender shall bear establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Issuing Lender's standard form assignment of deposit accounts, that the Issuing Lender requests in connection therewith to establish the Cash Collateral Account and grant the Issuing Lender a first priority security interest at a rate equal in such account and the funds therein. The Borrower hereby pledges to the rate generally offered by Citibank for deposits equal to Issuing Lender and grants the amount deposited by the Borrower Issuing Lender a security interest in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for a term the payment of the Obligations. (ii) So long as no Default or Event of Default Exists, (A) the Issuing Lender may apply the funds held in the Cash Collateral Account only to be the reimbursement of any Letter of Credit Obligations, and (B) the Issuing Lender shall release to the Borrower at the Borrower's written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any Default or Event of Default, the Issuing Lender may apply any funds held in the Cash Collateral Account to the Obligations in any order determined by the Administrative AgentIssuing Lender, regardless of any Letter of Credit Exposure which may remain outstanding; provided that, if the Issuing Lender elects to apply such funds against the Advances, the Issuing Lender shall apply the funds first to the payment of outstanding Reference Rate Advances, if any, and then to the payment of all other Advances as determined by the Issuing Lender and agreed to by the Lenders in its their sole discretion. The Borrower hereby grants Issuing Lender may in its sole discretion at any time release to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all Borrower any funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit held in the Cash Collateral Account, toward . (iii) The Issuing Lender shall exercise reasonable care in the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Lien of Issuing Lender accords its own property, it being understood that the Administrative Agent on the Cash Collateral Account and the funds therein Issuing Lender shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require If the Borrower is required to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited funds in the Cash Collateral Account shall bear interest at a rate equal pursuant to the rate generally offered by Citibank for deposits equal to the amount deposited by terms hereof, then the Borrower in and the Administrative Agent shall establish the Cash Collateral AccountAccount and the Borrower shall execute any documents and agreements, for a term to be determined by including the Administrative Agent’s form assignment of deposit accounts, that the Administrative Agent requests in its sole discretion. The Borrower hereby grants connection therewith to establish the Cash Collateral Account and grant the Administrative Agent for the benefit of the LC Issuing Banks Lenders a first priority security interest in such account and the Lenders a Lien funds therein and giving the Administrative Agent “control” over the Cash Collateral Account as such term is defined in and the applicable Uniform Commercial Code. The Borrower hereby assigns pledges to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, grants the Administrative Agent may apply the amounts then on deposit a security interest in the Cash Collateral Account, toward whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment in full of any of the LC Outstandings Letter of Credit Obligations. Except as provided in Section 2.3(i)(ii) below, the Borrower shall have no access and when such no rights of withdrawal from the Cash Collateral Account. (ii) Funds held in the Cash Collateral Account shall be held as cash collateral for obligations shall become due and payable. Upon payment in full, after the termination of the with respect to Letters of Credit, . Such funds shall be promptly applied by the Administrative Agent at the request of all an Issuing Lender to any reimbursement or other obligations under the applicable Letters of Credit that exist or occur. If any surplus funds are held in the Cash Collateral Account above the amount required by this Agreement during the existence of an Event of Default the Administrative Agent may (A) hold such obligationssurplus funds in the Cash Collateral Account as cash collateral for the Obligations or (B) apply such surplus funds to any Obligations in any manner directed by the Majority Lenders. If no Event of Default exists, the Administrative Agent will repay and reassign shall immediately release to the Borrower at the Borrower’s written request (1) any cash funds held in the Cash Collateral Account in excess of 103% of the then existing Letter of Credit Exposure or (2) any Cash Collateral provided to reduce Fronting Exposure promptly following the elimination of such applicable Fronting Exposure (including by any Defaulting Lender ceasing to be a Defaulting Lender, by any Potential Defaulting Lender ceasing to be a Potential Defaulting Lender, or by any Defaulting Lender or Potential Defaulting Lender ceasing to be a Revolving Lender). (iii) The Administrative Agent shall invest the funds in the Cash Collateral Account in an interest-bearing account or other investment approved by the Borrower. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own property or in accordance with the Cash Collateral Account and Borrower’s instructions or as otherwise approved by the funds therein Borrower, it being understood that the Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything The Borrowers shall establish a Cash Collateral Account in which to deposit Collateral consisting of cash or Cash Equivalents from time to time: (a) representing payments received pursuant to SECTIONS 2.3(c) and 4.9 in excess of then outstanding Revolving Credit Loans or on account of Eurodollar Rate Loans which would otherwise result in repayment of such Loans prior to the contrary contained hereinend of the Interest Period applicable thereto, no notice given or declaration made by (b) with respect to Letter of Credit Obligations and Kellxxxxx'x xxxigations with respect to the Administrative Agent pursuant to this Article VI shall affect VRDN Letter of Credit (i) at the obligation request of the Agent upon the occurrence of an Event of Default, or (ii) for the purposes set forth in SECTION 4.6 in the event of termination of this Agreement, or (c) for any LC Issuing Bank other purpose appropriate under this Agreement to make provide security for the Secured Obligations. On the last day of the applicable Interest Period as to any payment amounts deposited to the Cash Collateral Account pursuant to CLAUSE (a) above or if a drawing under any Letter of Credit in accordance with the terms of such VRDN Letter of Credit or (ii) the obligations of each Lender in respect of each such a Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may Credit occurs with the consent, of the Majority Lenders, upon notice respect to any amounts deposited to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights pursuant to CLAUSE (b) above, each Borrower hereby authorizes the Agent to use the monies deposited in the Cash Collateral Account to make payment to the payee with respect to such Loan or claims of third partiesdrawing. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, of the Agent and under the Agent shall have sole dominion and control ofover, and sole access to, the Administrative Agent, and amounts deposited Cash Collateral Account. Neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the Cash Collateral Account. Each Borrower agrees that it will not at any time (i) sell or otherwise dispose of any interest in the Cash Collateral Account shall bear interest at a rate equal or any funds held therein or (ii) create or permit to exist any Lien upon or with respect to the rate generally offered Cash Collateral Account or any funds held therein, except as provided in or contemplated by Citibank this Agreement. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for deposits equal taking any necessary steps to the amount deposited by the Borrower preserve rights against any parties with respect to any funds held in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants Subject to the Administrative Agent for the benefit right of the LC Issuing Banks and the Lenders a Lien in and hereby assigns Agent to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, withdraw funds from the Cash Collateral Account as provided herein, the Agent will, so long as no Default or Event of Default shall have occurred and all funds be continuing, from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then invest funds on deposit in the Cash Collateral Account, toward the payment in full reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, in each case, in Cash Equivalents, as the Borrowers may direct prior to the occurrence of a Default or Event of Default and as the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, Agent may select after the termination occurrence and during the continuance of a Default or Event of Default. Such proceeds, interest and income which are not so invested or reinvested in Cash Equivalents shall be deposited and held by the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account Account. The Agent makes no representation or warranty as to, and shall not be responsible for, the Lien rate of the Administrative Agent return, if any, earned in any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the Cash Collateral Account and the funds therein shall automatically terminateterms set forth in this SECTION 4.16.

Cash Collateral Account. Notwithstanding anything At any time and from time to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect time (i) during the obligation continuance of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingDefault, the Administrative Agent shall Agent, at the requestdirection, or may with the consent, of the Majority Required Lenders, upon notice to the Borrower, may require the Borrower to deposit with deliver to the Administrative Agent an such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.7(B), the Administrative Agent will retain such amount as may then be required to be retained under the proviso in SECTION 2.7(B), such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the “"Cash Collateral Account”") described below equal to as security for, and for application to, the LC Outstandings on such date. Such Cash Collateral Account Borrower's Reimbursement Obligations as and when the same shall at all times be free and clear of all rights or claims of third partiesarise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Collateral Account Equivalents, which investments shall be maintained with made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to which investments shall be made shall be at the option and in the discretion of the Administrative Agent; provided that the Administrative Agent in the name ofshall have no liability with respect thereto), and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Bank for a term to all of its obligations thereunder shall be determined held by the Administrative AgentAgent (i) in the case of funds held pursuant to clause (i) above during the continuance of an Event of Default, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks Borrower, to be applied against the Obligations then or as they become due and the Lenders a Lien payable in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, order as the Administrative Agent may apply the amounts then on deposit direct and (ii) in the Cash Collateral Accountevent funds held pursuant to clause (ii) above, toward where the payment in full of any of Borrower is required to provide cash collateral pursuant to SECTION 2.7(B), such amount (to the LC Outstandings extent not applied as and when such obligations aforesaid) shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign be returned to the Borrower any on demand, provided that after giving effect to such return (i) the sum of (y) the aggregate principal amount of all Loans outstanding at such time and (z) the aggregate Letter of Credit Outstandings at such time would not exceed the Total Commitment at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide cash then in collateral as a result of an Event of Default, such amount (to the Cash Collateral Account and extent not applied as aforesaid) shall be returned to the Lien Borrower within two (2) Business Days after all Events of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateDefault have been cured or waived.

Cash Collateral Account. Notwithstanding anything Upon (a) the occurrence of an Event of Default, or (b) the occurrence of the date which is 105 days prior to the contrary contained herein5-Year Maturity Date, no notice given Borrower shall immediately (x) establish an account, if one has not previously been established, with the Administrative Agent, or declaration made with such other financial institution as shall be approved by the Required Lenders (“Cash Collateral Account”); (y) deposit by wire transfer funds into such Cash Collateral Account in an amount equal to (i) in the case of the application of clause (a) of this Section, the undrawn face amount of all Letters of Credit then outstanding, or (ii) in the case of the application of clause (b) of this Section, the undrawn face amount of all Letters of Credit which on that date have an expiry date later than the 5-Year Maturity Date (each an “Extended Duration LC”); and (z) take such action, including the execution and delivery (and, where requested, obtaining the execution thereof by third parties) of security documents, Control Agreements, financing statements, and/or such other documents as the Administrative Agent may require, in order to grant to the Administrative Agent, on behalf of the Syndication Parties, a first lien security interest on such Cash Collateral Account and the funds on deposit therein. In addition, Borrower shall, on the date of issuance of each Extended Duration LC which is issued on, or any time subsequent to the date which is 105 days prior to, the 5-Year Maturity Date, deposit by wire transfer funds into such Cash Collateral Account in an amount equal to the face amount of each such Extended Duration LC unless a deposit was made on account of such Extended Duration LC pursuant to this Article VI clause (y) above. In the event that Borrower fails or refuses to establish and fund the Cash Collateral Account as required above, the Syndication Parties shall affect (i) establish such an account in the obligation name of any LC Issuing Bank to make any payment the Administrative Agent and fund such account by a 5-Year Advance in the same way that a draw under any Letter of Credit in accordance with the terms of such Letter of Credit would be funded. Notwithstanding any other provision contained in this Credit Agreement or any of the other Loan Documents, (iil) draws made against any Committed Letter of Credit on or after the obligations date of each Lender funding of the Cash Collateral Account with respect to such Committed Letter of Credit, shall be funded out of the funds on deposit in the Cash Collateral Account rather than out of 5-Year Advances; and (m) draws made against any Negotiated Letter of Credit on or after the date of funding of the Cash Collateral Account with respect to such Negotiated Letter of each Credit shall be funded out of the funds on deposit in the Cash Collateral Account rather than as a 5-Year Advance by such Issuing Syndication Party, to the extent, with respect to clause (l) and clause (m), that the funds deposited into the Cash Collateral Account with respect to such Letter of Credit remain on deposit in the Cash Collateral Account. At and after such time as there no longer exists any Event of Default, the Administrative Agent shall within a reasonable time after receipt of a written request therefore from Borrower (which Borrower may send at any time after the date all Events of Default have been cured (if cure is allowed) or waived pursuant to the provisions of this Credit Agreement), refund to Borrower the amounts in the Cash Collateral Account which was deposited therein on account of such Events of Default (less any amounts withdrawn from the Cash Collateral Account to fund draws on any Letters of Credit; provided). Any draw under an Extended Duration LC funded as a 5-Year Advance shall be repaid by Borrower no later than the next Banking Day if such draw occurs after the 5-Year Maturity Date to the extent that it is not funded out of the Cash Collateral Account as provided above. Upon receiving proof satisfactory to the Administrative Agent of the termination, howeverreduction in amount, that if or expiration of any Extended Duration LC, and unless an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then so long as there remains on deposit in the Cash Collateral Account, toward Account funds equal to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, undrawn face amount of all such obligationsExtended Duration LC’s which remain outstanding, the Administrative Agent will repay and reassign shall within a reasonable time after receiving a written request therefore from Borrower, refund to Borrower an amount equal to the Borrower any cash then undrawn face amount of such terminated or expired Extended Duration LC or the amount by which the undrawn face amount of such Extended Duration LC has been reduced, as applicable. In the event of the extension of the 5-Year Maturity Date to a date beyond the expiry date of an Extended Duration LC, each Extended Duration LC whose expiry date is no longer later than the 5-Year Maturity Date as so extended ( each hereinafter referred to as a “Converted LC”), shall no longer be deemed to be an Extended Duration LC, and unless an Event of Default has occurred and is continuing, and so long as there remains on deposit in the Cash Collateral Account and funds equal to the Lien undrawn face amount of all Extended Duration LC’s, excluding each such Converted LC, the Administrative Agent on shall within a reasonable time after receipt of a written request therefore from Borrower (which Borrower may send at any time after the Cash Collateral Account and effective date of such extension of the funds therein shall automatically terminate5-Year Maturity Date), refund to Borrower an amount equal to the undrawn face amount of each such Converted LC.

Cash Collateral Account. Notwithstanding anything At any time and from time to time (a) after the contrary contained hereinoccurrence and during the continuance of an Event of Default, no notice given the Administrative Agent, at the direction or declaration made by with the consent of the Required Revolving Lenders, may require the Borrower to deliver to the Administrative Agent pursuant such amount of cash as is equal to this Article VI shall affect the Minimum Collateral Amount of all Letters of Credit at any time outstanding (i) the obligation of whether or not any LC Issuing Bank to make any payment beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (b) in accordance with the terms event of such Letter a prepayment under Section 2.06(d) or to the extent any amount of Credit or (iia required prepayment under any of Sections 2.06(e) and 2.06(g) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the obligations of each Lender in respect of each such Letter of Credit; providedCommitments, however, that if an Event of Default has occurred and is continuingas contemplated by Section 2.06(h), the Administrative Agent shall at the requestwill retain such amount as may then be required to be retained, or may with the consent, of the Majority Lenders, upon notice such amounts in each case under clauses (a) and (b) above to the Borrower, require the Borrower to deposit with be held by the Administrative Agent an amount in the a cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties). The Cash Collateral Account Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, grant) to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts deposited held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent and the Administrative Agent shall have no liability in respect of any losses or other returns in respect of any such investments), amounts in the Cash Collateral Account shall not bear interest at interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited drawing, and subsequent payment by the Borrower Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign deliver to the Borrower any cash then Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Lien Issuing Lender for all of its obligations thereunder shall be promptly returned to the Borrower; provided that if an Event of Default is then continuing, such amounts shall not be returned to Borrower but shall be applied against the Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to Section 2.06, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that (i) after giving effect to such return the sum of (y) the aggregate principal amount of all Revolving Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Event of Default exists and shall be continuing. If the Borrower is required to provide Cash Collateral Account and as a result of an Event of Default, such amount (to the funds therein extent not applied as aforesaid) shall automatically terminatebe returned to the Borrower within three Business Days after such Event of Default has been cured or waived.

Cash Collateral Account. Notwithstanding anything (i) If the Borrower is required to deposit funds in the Cash Collateral Account pursuant to Sections 2.3(i), 2.5(c), 2.15, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrower and the Administrative Agent shall establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent's standard form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower hereby pledges to the contrary contained hereinAdministrative Agent and grants the Administrative Agent a security interest in the Cash Collateral Account, no notice given or declaration made whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the Secured Obligations. (ii) Funds held in the Cash Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent pursuant at the request of the Issuing Lender to this Article VI shall affect (i) any reimbursement or other obligations under Letters of Credit that exist or occur. To the obligation of extent that any LC Issuing Bank to make any payment under any surplus funds are held in the Cash Collateral Account above the Letter of Credit in accordance with Exposure during the terms existence of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuingthe Administrative Agent may (A) hold such surplus funds in the Cash Collateral Account as cash collateral for the Secured Obligations or (B) apply such surplus funds to any Secured Obligations in any manner directed by the Required Lenders. If no Default exists, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount release any surplus funds held in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall above the Letter of Credit Exposure to the Borrower at all times be free and clear of all rights or claims of third parties. The the Borrower’s written request. (iii) Funds held in the Cash Collateral Account shall may be invested in Liquid Investments maintained with the Administrative Agent in the name ofwith, and under the sole dominion and control of, the Administrative Agent, and amounts deposited Agent or in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited another investment if mutually agreed upon by the Borrower in the Cash Collateral Account, for a term to be determined by and the Administrative Agent, in its sole discretion. The Borrower hereby grants to but the Administrative Agent for the benefit shall have no obligation to make any investment of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the funds therein. The Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, shall exercise reasonable care in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full custody and preservation of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then funds held in the Cash Collateral Account and the Lien of shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent on accords its own property, it being understood that the Cash Collateral Account and the funds therein Administrative Agent shall automatically terminatenot have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. Notwithstanding anything to (a) As collateral security for the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation prompt payment in full when due of any LC Issuing Bank to make any payment under any all Letter of Credit in accordance with Liabilities and the terms of such Letter of Credit or (ii) the obligations of other Obligations and Hedge Obligations, each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby pledges and grants to the Administrative Agent Agent, for the ratable benefit of the LC Issuing Banks Agent, the Lenders, and the Lenders Lender Hedge Providers as provided herein, a Lien security interest in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest inin and to any Cash Collateral Account and the balances from time to time in any Cash Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in any Cash Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in any Cash Collateral Account shall be subject to withdrawal only as provided in this section. (b) Amounts on deposit in any Cash Collateral Account shall be invested and reinvested by the Agent in such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Agent for the ratable benefit of the Lenders. The Agent shall exercise reasonable care in the custody and preservation of any funds held in any Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in any Cash Collateral Account. (c) If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower and the Lenders authorize the Agent to use the monies deposited in any Cash Collateral Account to make payment to the beneficiary with respect to such drawing or the payee with respect to such presentment. (d) If an Event of Default exists, the Required Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and apply proceeds thereof to the Obligations and Hedge Obligations in accordance with §12.5. (e) So long as no Default or Event of Default exists, and to the extent amounts on deposit in any Cash Collateral Account exceed the aggregate amount of the Letter of Credit Liabilities then due and owing and the pro rata share of any Letter of Credit Obligations of any Defaulting Lender after giving effect to §2.12(c), the Agent shall, from time to time, at the request of the Borrower, deliver to the Borrower within 10 Business Days after the Agent’s receipt of such request from the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Cash Collateral Account as exceed the aggregate amount of the Letter of Credit Liabilities at such time. (f) The Borrower shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent’s administration of the Cash Collateral Account and all investments and reinvestments of funds from time therein. Each Borrower authorizes Agent to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any file such event, the Administrative financing statements as Agent may apply the amounts then on deposit reasonably require in order to perfect Agent’s security interest in the Cash Collateral Account, toward the payment in full of any of the LC Outstandings and Borrower shall promptly upon demand execute and deliver to Agent such other documents as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign may reasonably request to the Borrower any cash then evidence its security interest in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminateAccount.

Cash Collateral Account. Notwithstanding anything to If a Trigger Period shall be continuing, all Available Cash (after payment of the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of Monthly Budgeted Amount and any LC Issuing Bank to make any payment under any Letter of Credit Approved Extraordinary Operating Expenses in accordance with the terms of such Letter of Credit or (iiSection 6.8.1) the obligations of each Lender in respect of each such Letter of Credit; providedshall be paid to Administrative Agent, however, that if an Event of Default has occurred and is continuing, the which amounts shall be transferred by Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent into an amount in the cash collateral account Account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the held by Administrative Agent in as cash collateral for the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited Debt. Amounts on deposit from time to time in the Cash Collateral Account shall bear interest at a rate equal pursuant to this Section 6.7 are referred to as the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the “Cash Collateral AccountFunds”. Administrative Agent shall have the right, for but not the obligation, at any time during the continuance of a term to be determined by the Administrative AgentTrigger Period, in its sole discretion. The Borrower hereby grants and absolute discretion to the Administrative Agent for the benefit of the LC Issuing Banks apply any and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts Funds then on deposit in the Cash Collateral AccountAccount to the Debt, toward in such order and in such manner as Administrative Agent shall elect in its sole and absolute discretion, including to make a prepayment of principal to cause the payment in full of Debt Yield to meet the Low Debt Yield Trigger (together with the applicable Yield Maintenance Premium, if any, applicable thereto) or any other amounts due hereunder. If Borrower obtains knowledge of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, occurrence of a Trigger Period after the termination initial occurrence of such Trigger Period, Borrower shall, within five (5) Business Days of obtaining knowledge of such Trigger Period, notify Administrative Agent of the Letters occurrence of Credit, of all such obligations, the Administrative Agent will repay Trigger Period and reassign to the Borrower any cash then in deposit into the Cash Collateral Account and an amount equal to the Lien amount of the Administrative Agent on Available Cash that would have been deposited into the Cash Collateral Account pursuant to this Section 6.7.1 if the Borrower had been aware of the Trigger Period on the date on which it first occurred, for the period from the date on which such Trigger Period first occurred through the date on which such amounts are deposited after such date of knowledge. As an example of the foregoing, if a Trigger Period commenced on March 31, but the Borrower did not have knowledge of the occurrence of such Trigger Period until May 31, within five (5) Business Days of May 31, the Borrower shall notify Administrative Agent of such Trigger Period and shall deposit an amount equal to all Available Cash from March 31 until the funds therein shall automatically terminatedate such amounts are deposited pursuant to Section 6.8.1 into the Cash Collateral Account.

Cash Collateral Account. Notwithstanding anything Upon (a) the occurrence of an Event of Default, or (b) the occurrence of the date which is 105 days prior to the contrary contained herein5-Year Maturity Date, no notice given Borrower shall immediately (x) establish an account, if one has not previously been established, with the Administrative Agent, or declaration made with such other financial institution as shall be approved by the Required Lenders (“Cash Collateral Account”); (y) deposit by wire transfer funds into such Cash Collateral Account in an amount equal to (i) in the case of the application of clause (a) of this Section, the undrawn face amount of all Letters of Credit then outstanding, or (ii) in the case of the application of clause (b) of this Section, the undrawn face amount of all Letters of Credit which on that date have an expiry date later than the 5-Year Maturity Date (each an “Extended Duration LC”); and (z) take such action, including the execution and delivery (and, where requested, obtaining the execution thereof by third parties) of security documents, Control Agreements, financing statements, and/or such other documents as the Administrative Agent may require, in order to grant to the Administrative Agent, on behalf of the Syndication Parties, a first lien security interest on such Cash Collateral Account and the funds on deposit therein. In addition, Borrower shall, on the date of issuance of each Extended Duration LC which is issued on, or any time subsequent to the date which is 105 days prior to, the 5-Year Maturity Date, deposit by wire transfer funds into such Cash Collateral Account in an amount equal to the face amount of each such Extended Duration LC unless a deposit was made pursuant to this Article VI shall affect clause (iy) (ii) above. In the obligation event that Borrower fails or refuses to establish and fund the Cash Collateral Account as required above, the Syndication Parties may, at their discretion, establish such an account in the name of any LC Issuing Bank to make any payment the Administrative Agent and fund such account by a 5-Year Advance in the same way that a draw under any Letter of Credit in accordance with the terms of such Letter of Credit would be funded. Notwithstanding any other provision contained in this Credit Agreement or any of the other Loan Documents, (iil) draws made against any Committed Letter of Credit on or after the obligations date of each Lender funding of the Cash Collateral Account with respect to such Committed Letter of Credit, shall, at the sole discretion of the Letter of Credit Bank, be funded out of the funds on deposit in the Cash Collateral Account rather than out of 5-Year Advances; and (m) draws made against any Negotiated Letter of Credit on or after the date of funding of the Cash Collateral Account with respect to such Negotiated Letter of each Credit shall, at the sole discretion of the Issuing Syndication Party, be funded out of the funds on deposit in the Cash Collateral Account rather than as a 5-Year Advance by such Issuing Syndication Party, to the extent, with respect to clause (l) and clause (m), that the funds deposited into the Cash Collateral Account with respect to such Letter of Credit remain on deposit in the Cash Collateral Account. At and after such time as there no longer exists any Event of Default, the Administrative Agent shall within a reasonable time after receipt of a written request therefore from Borrower (which Borrower may send at any time after the date all Events of Default have been cured (if cure is allowed) or waived pursuant to the provisions of this Credit Agreement), refund to Borrower the amounts in the Cash Collateral Account which was deposited therein on account of such Events of Default (less any amounts withdrawn from the Cash Collateral Account to fund draws on any Letters of Credit; provided). Any draw under an Extended Duration LC funded as a 5-Year Advance shall be repaid by Borrower no later than the next Banking Day if such draw occurs after the 5-Year Maturity Date to the extent that it is not funded out of the Cash Collateral Account as provided above. Upon receiving proof satisfactory to the Administrative Agent of the termination, howeverreduction in amount, that if or expiration of any Extended Duration LC, and unless an Event of Default has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then so long as there remains on deposit in the Cash Collateral Account, toward Account funds equal to the payment in full of any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, undrawn face amount of all such obligationsExtended Duration LC’s which remain outstanding, the Administrative Agent will repay and reassign shall within a reasonable time after receiving a written request therefore from Borrower, refund to Borrower an amount equal to the Borrower any cash then undrawn face amount of such terminated or expired Extended Duration LC or the amount by which the undrawn face amount of such Extended Duration LC has been reduced, as applicable. In the event of the extension of the 5-Year Maturity Date to a date beyond the expiry date of an Extended Duration LC, each Extended Duration LC whose expiry date is no longer later than the 5-Year Maturity Date as so extended ( each hereinafter referred to as a “Converted LC”), shall no longer be deemed to be an Extended Duration LC, and unless an Event of Default has occurred and is continuing, and so long as there remains on deposit in the Cash Collateral Account and funds equal to the Lien undrawn face amount of all Extended Duration LC’s, excluding each such Converted LC, the Administrative Agent on shall within a reasonable time after receipt of a written request therefore from Borrower (which Borrower may send at any time after the Cash Collateral Account and effective date of such extension of the funds therein shall automatically terminate5-Year Maturity Date), refund to Borrower an amount equal to the undrawn face amount of each such Converted LC.

Cash Collateral Account. Notwithstanding anything (a) If and when required for purposes hereof, the Collateral Agent will establish an account (the “Cash Collateral Account”), in the name and under the exclusive control of the Collateral Agent, into which all amounts owned by the Lien Grantor that are to be deposited therein pursuant to the contrary contained hereinLoan Documents shall be deposited from time to time. (b) On or prior to the Effective Date (or such longer period as the Borrower and the Collateral Agent may agree), no notice given the Lien Grantor shall have caused Receivables SPV to have subjected all of its then existing accounts (collectively, the “Existing Receivables SPV Accounts”) to Blocked Account Agreements, each of which Blocked Account Agreements shall, to the extent the account subject thereto is a “Lock-Box Account” or declaration made by “Concentration Account” (each as defined in the Administrative Agent pursuant to this Article VI shall affect Receivables Purchase Agreement), (i) by its terms, first become effective immediately upon receipt by the obligation “Lockbox Box” or “Concentration Account Bank” (each as defined in the Receivables Purchase Agreement) or other depositary bank at which such account is maintained (the “Depositary Bank”) of any LC Issuing written notice from The Bank of Nova Scotia, as collateral agent under the Effective Date Receivables Financing (the “Receivables Collateral Agent”), specifying that the Effective Date Receivables Financing has terminated and all monetary obligations in respect thereof have been satisfied in full and that the blocked account agreement in effect with respect to make any payment under any Letter of Credit such “Lockbox Account” or “Concentration Account” (each as defined in the Receivables Purchase Agreement) in connection with the Effective Date Receivables Financing shall be terminated in accordance with its terms (or upon written notice from the terms Collateral Agent to such effect (a copy of which shall be delivered by the Lender Agent to the Receivables Collateral Agent, each Funding Agent (as defined in the Intercreditor Agreement) and the Borrower), if (x) the Receivables Collateral Agent has failed to deliver such Letter notice within five Business Days of Credit the date on which it is initially obligated to do so pursuant to the Intercreditor Agreement, (y) the Collateral Agent shall have delivered a Final Notification Request (as defined in the Intercreditor Agreement) to the Funding Agents (with a copy to the Receivables Collateral Agent and the Borrower), and (z) the Funding Agents have failed to comply, or to cause the Receivables Collateral Agent to comply, with such Final Notification Request within three Business Days of the date on which such Final Notification Request is effective under the Intercreditor Agreement), (ii) by its terms, terminate upon receipt by the obligations Depositary Bank of each Lender written notice from the Collateral Agent to the effect that the Effective Date Receivables Financing has been replaced with another Permitted Receivables Financing on terms reasonably satisfactory to the Administrative Agent, such that the accounts of Receivables SPV and the lockbox accounts of the Lien Grantor may be subjected to blocked account agreements in respect connection with such replacement Permitted Receivables Financing and (iii) expressly provide that its terms may not be amended or modified without the consent of each such Letter of Credit; provided, however, that if the Receivables Collateral Agent. (c) If directed to do so by the Collateral Agent at any time during a Sweep Period or when an Event of Default has occurred and is continuing, the Administrative Agent Borrower shall at cause to be deposited in the requestaccount referred to in clause (d), or may with the consentpromptly upon receipt thereof, (i) all payments received in respect of the Majority Lenders, upon notice Pledged Receivables and (ii) all other Proceeds of the Collateral. (d) On or prior to the BorrowerEffective Date, require the Borrower shall have caused to be subjected to a Blocked Account Agreement any lockbox and any corresponding deposit with the Administrative Agent an amount in the cash collateral account, any concentration account (the “Cash Collateral Account”) described below equal and any account into which payments from Receivables SPV to the LC Outstandings on such date. Such Borrower in respect of the purchase price of Transferred Receivables may be received. (e) Unless (x) a Sweep Period shall have occurred and be continuing, (y) an Event of Default shall have occurred and be continuing and the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral Account pursuant to this subsection or (z) the maturity of the Loans (or other Secured Obligations) shall at all times be free and clear have been accelerated pursuant to Article 7 of all rights the Credit Agreement (or claims of third parties. The otherwise), the Collateral Agent shall withdraw amounts from the Cash Collateral Account shall (other than amounts required to be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal pursuant to Section 2.11(b), 2.16(j) or Section 5.10(b) of the rate generally offered by Citibank for deposits equal to the amount deposited by Credit Agreement) and remit such amounts to, or as directed by, the Borrower from time to time. (f) If an Event of Default shall have occurred and be continuing, the Collateral Agent may (i) retain all cash and investments then held in the Cash Collateral Account, (ii) liquidate any or all investments held therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 7. Additionally, and without limiting the generality of the foregoing, during any Sweep Period (i) all amounts held in the Cash Collateral Account (other than amounts deposited therein pursuant to Section 2.11(b), Section 2.16(j) or Section 5.10(b) of the Credit Agreement as cash collateral for the LC Exposure) shall be applied on a term daily basis to the outstanding principal balance of the Base Rate Loans or, if applicable, as provided in Section 7 and (ii) following repayment in full of all outstanding Base Rate Loans pursuant to clause (i), any remaining amounts held in the Cash Collateral Account shall continue to be determined by the Administrative Agent, held in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds (other than amounts deposited therein pursuant to Section 2.11(b), Section 2.16(j) or Section 5.10(b) of the Credit Agreement as cash collateral for the LC Exposure) shall be applied to the outstanding principal balance of maturing Eurodollar Loans upon expiration of the Interest Periods applicable thereto. (g) Funds held in the Cash Collateral Account may, until withdrawn or otherwise applied pursuant hereto, be invested and reinvested in such Liquid Investments as the Borrower shall request from time to time on deposit therein to secure its reimbursement obligations in respect time; provided that, if an Event of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such eventDefault shall have occurred and be continuing, the Administrative Collateral Agent may apply the amounts then select such Liquid Investments. (h) If immediately available cash on deposit in the Cash Collateral Account, toward the payment in full of Account is not sufficient to make any of the LC Outstandings as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligationsdistribution or withdrawal to be made pursuant hereto, the Administrative Collateral Agent will repay and reassign cause to the Borrower any cash then be liquidated, as promptly as practicable, such investments held in or credited to the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein as shall automatically terminatebe required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.