Common use of Cash Collateral Account Clause in Contracts

Cash Collateral Account. (i) If the Borrowers are required to deposit funds in the Cash Collateral Account pursuant to terms hereof, then the Borrowers and the Issuing Lender shall establish the Cash Collateral Account and the Borrowers 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 Administrative Agent a first priority security interest in such account and the funds therein. Each Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (x) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release to the applicable Borrower as designated by, and at the Borrower Representative’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 Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless of the Letter of Credit Exposure that may remain outstanding. (iii) 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 its own Property, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(a)(ii), 2.2(i), 2.14(c), 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) 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, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to above the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release Exposure to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, any funds . (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Property, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 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 Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit or outstanding Swing Line Advances, as applicable, and promptly applied by the Administrative Agent at the request of the applicable 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 Cash 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 exists, (x) 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, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to above the reimbursement of any Letter of Credit Obligations, Exposure and (y) the Issuing Lender shall release outstanding amount of the Swing Line Advances to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, any funds request and such other amounts as provided in Section 2.16(d). (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(a)(ii), 2.5(e), 7.2(b) or 7.3(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s standard form assignment of deposit accounts, agreements that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds thereintherein that is superior to all other Liens (other than Excepted Liens). Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (x) the Administrative Agent may apply the funds Funds held in the Cash Collateral Account only shall be held as cash collateral for the Letter of Credit Obligations and promptly applied by the Administrative Agent at the request of the Issuing Lender to the reimbursement of any Letter of Credit ObligationsObligations that exist or occur. To the extent that any surplus funds are held in the Cash Collateral Account above 103% of the Letter of Credit Exposure during the existence of an Event of Default the 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 the manner specified in Section 7.6. If no Default exists, and (y) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, 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), excess of the total amount of funds amounts required by Section 2.2(a)(ii). (iii) Funds held in the Cash Collateral Account over shall be invested in Liquid Investments maintained with, and under the Letter of Credit Exposure. During the existence of any Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless other investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to the terms hereof, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) 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, then at the Borrower’s written request, the Administrative Agent shall promptly release any surplus funds held in the Cash Collateral Account only to above the reimbursement sum of any (x) 104% of the Letter of Credit Obligations, Exposure and (y) the Issuing Lender shall release each Defaulting Lender’s Pro Rata Share of outstanding Swingline Advances other than Swingline Advances as to which such Defaulting Lender’s participation obligation has been funded by it or reallocated to other Lenders but only to the applicable Borrower as designated by, and at extent such funds were provided by the Borrower Representative’s written request, any funds and not a Defaulting Lender. (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(f), 2.5(c), 7.2(b) or 7.3(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long as no Default or Event of Default exists, (x) the Administrative Agent may apply the funds Funds held in the Cash Collateral Account only shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 ObligationsExposure during the existence of an Event of Default 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 (y) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, request any funds held in the Cash Collateral Account in an amount up to but not exceeding above the excess, if any amounts required by Section 2.2(f). (immediately prior to the release of any such funds), of the total amount of funds iii) Funds held in the Cash Collateral Account over shall be invested in Liquid Investments maintained with, and under the Letter of Credit Exposure. During the existence of any Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless other investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.04(d), 2.05(b), 2.05(d), 7.02(b), 7.03(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accountsDeposit Accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest (subject to inchoate tax liens), perfected Lien in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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. The Borrower hereby agrees to maintain a first priority (subject to inchoate tax liens) 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 2.07(i)(ii) below. (ii) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) the 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 Default exists, then at the Borrower’s written request, the Administrative Agent shall promptly release any surplus funds held in the Cash Collateral Account only above the Minimum Collateral Amount so long as the release thereof would not result in a Borrowing Base Deficiency (without giving effect to the reimbursement of any Letter of Credit Obligations, and proviso set forth in the definition thereof). (yiii) the Issuing Lender shall release to the applicable Borrower as designated by, and at the Borrower Representative’s written request, any funds Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.5(c), 2.16, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) 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 Required Lenders. If no Default exists, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only above the amount required pursuant to Section 2.3(f) to the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, any funds . (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(a)(ii), 2.2(f), 2.2(h)(iv), 2.2(i), 2.4(c), 2.14, or 7.2(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account (which may be a Cash Collateral Account under the Existing Credit Agreement) and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties a security interest in the Cash Collateral Account, whenever established, and 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lenders to any 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 Exposure during the existence of an Event of Default exists, (x) 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 Required Lenders. If no Default exists, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to above the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release Exposure to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, any funds . (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds. (iv) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, the Required Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall (A) establish a deposit account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the “Cash Collateral Account”), (B) 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 including and (C) deposit into the Cash Collateral Account an amount in cash equal to 105% of the amount of the Letter of Credit Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Cash Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the Cash Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Cash Collateral Account. Moneys in the Cash Collateral Account shall be applied by the Administrative Agent to reimburse one or both Issuing Lenders for Letter of Credit Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Letter of Credit Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Lenders), be applied to satisfy other Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence 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 such Events of Default have been cured or waived as confirmed in writing by the Administrative Agent. 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 its own property, 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 such funds. (v) Notwithstanding the foregoing or anything to the contrary contained herein, so long as (A) no Default has occurred and is continuing and (B) Availability exceeds $1,000,000 for the immediately preceding twenty-eight (28) consecutive days, then subject to Borrower’s delivery of a pro forma Borrowing Base Certificate, Borrower may request that Eligible Cash in an amount equal to the lowest amount by which Availability exceeded $1,000,000 in the immediately preceding twenty-eight (28) consecutive days be transferred to another Controlled Account of the Credit Parties that is not fully-blocked, it being understood that upon such transfer, Eligible Cash shall be reduced by the amount of such transferred cash. Upon such request, the Administrative Agent shall promptly transfer such cash as directed by the Borrower.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.5(c), 2.5(g), 2.16, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) 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 Required Lenders. If no Default exists, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to above the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release Exposure to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, any funds . (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.5(c), 2.16, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) 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 Required Lenders. If no Default exists, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to above the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release Exposure to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, any funds . (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.04(b), 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s standard form assignment of deposit accounts, agreements that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties a security interest in (x) the Cash Collateral Account, whenever established, (y) all funds held in the Cash Collateral Account from time to time, and (z) all proceeds thereof as security for the payment of the Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Administrative Agent shall promptly release to the applicable Borrower as designated by, and at the Borrower Representative’s Borrower's written request, 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 accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that which may remain outstanding. The Administrative Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. (iii) 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.04(b), 2.13(a), 2.17(a), 2.18(b), 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s standard form assignment of deposit accounts, agreements that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties a security interest in (x) the Cash Collateral Account, whenever established, (y) all funds held in the Cash Collateral Account from time to time, and (z) all proceeds thereof as security for the payment of the Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Administrative Agent shall promptly release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, 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 accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that which may remain outstanding. The Administrative Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. (iii) 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.05(b), 7.02(b), 7.03(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest (subject to inchoate tax liens), perfected Lien in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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. The Borrower hereby agrees to maintain a first priority (subject to inchoate tax liens) 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 2.07(i)(ii) below. (ii) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) the 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 Default exists, then at the Borrower’s written request, the Administrative Agent shall promptly release any surplus funds held in the Cash Collateral Account only above the Minimum Collateral Amount so long as the release thereof would not result in a Borrowing Base Deficiency (without giving effect to the reimbursement of any Letter of Credit Obligations, and proviso set forth in the definition thereof). (yiii) the Issuing Lender shall release to the applicable Borrower as designated by, and at the Borrower Representative’s written request, any funds Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.04(b), 2.13(a), 2.17(a), 2.18(b), 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s standard form assignment of deposit accounts, agreements that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties a security interest in (x) the Cash Collateral Account, whenever established, (y) all funds held in the Cash Collateral Account from time to time, and (z) all proceeds thereof as security for the payment of the Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Administrative Agent shall promptly release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, 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 accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that which may remain outstanding.. The Administrative Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. 3rd Amended/Restated Credit Agreement (iii) 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(f), 2.2(i), 2.16, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority priority, perfected security interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long 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 at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default the 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 Default or Event of Default exists, (x) then at the Borrower’s written request, the Administrative Agent may apply the shall release any surplus funds held in the Cash Collateral Account only to above the reimbursement sum of (x) the Letter of Credit Exposure (or in the case of any Letter of Credit Obligationswith an expiration date beyond the 5th Business Day prior to the Maturity Date, 103% of the Letter of Credit Exposure allocable to such Letter of Credit) and (y) the Issuing Lender shall release all Defaulting Lenders’ Pro Rata Share of outstanding Swing Line Advances other than Swing Line Advances as to the applicable Borrower as designated by, and at the Borrower Representativewhich such Defaulting Lender’s written request, any funds participation obligation has been funded by it or reallocated to other Lenders. (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to the terms hereof, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender 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 thereintherein and giving the Administrative Agent “control” over the Cash Collateral Account as such term is defined in the applicable Uniform Commercial Code. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligationsobligation. Except as provided in Section 2.3(i)(ii) blow, the Borrower shall have no access and no rights of withdrawal from the case collateral Account. (ii) So long Funds held in the Cash Collateral Accounts shall be held as no Default or Event cash collateral for obligations with respect to Letters of Default exists, (x) Credit. Such funds shall be promptly applied by the Administrative Agent may apply at the request of the applicable 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 only to above the reimbursement of any Letter of Credit ObligationsExposure during the existence of an Event of Default the 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 Default exists, and (y) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, 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 excess of any such funds), 105% of the total amount then existing Letter of Credit Exposure. The Administrative Agent shall invest the funds held in the Cash Collateral Account over in an interest-bearing account or other investment approved by the Letter of Credit ExposureBorrower. During the existence of any Default, the Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless of the Letter of Credit Exposure that may remain outstanding. (iii) 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 its own Propertyproperty or in accordance with the Borrower’s instructions or as otherwise approved by the Borrower, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.04(c), 2.05(b), 2.17, 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s Administrative Agent's standard form assignment of deposit accounts, that the Issuing Lender Administrative 42 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. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower Representative’s Borrower's written request, 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 Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that may remain outstanding. The Issuing Lender may in its sole discretion at any time direct the Administrative Agent to release to the Borrower any funds held in the Cash Collateral Account. (iii) The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account which may bear interest or be invested in the Administrative Agent's reasonable discretion and the Administrative Agent shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own Property, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.04(b), 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s standard form assignment of deposit accounts, agreements that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties a security interest in (x) the Cash Collateral Account, whenever established, (y) all funds held in the Cash Collateral Account from time to time, and (z) all proceeds thereof as security for the payment of the Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Administrative Agent shall promptly release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, 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 accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that which may remain outstanding. The Administrative Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. (iii) 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.04(b), 2.13(a), 2.17(a), 2.18(b), 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s standard form assignment of deposit accounts, agreements that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties a security interest in (x) the Cash Collateral Account, whenever established, (y) all funds held in the Cash Collateral Account from time to time, and (z) all proceeds thereof as security for the payment of the Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Administrative Agent shall promptly release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, 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 accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that which may remain outstanding. The Administrative Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. (iii) 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 its own Propertyproperty, 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 such funds.. 45 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to the terms hereof, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender 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 thereintherein and giving the Administrative Agent “control” over the Cash Collateral Account as such term is defined in the applicable Uniform Commercial Code. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Letter of Credit Obligations. Except as provided in Section 2.3(i)(ii) below, the Borrower shall have no access and no rights of withdrawal from the Cash Collateral Account. (ii) So long Funds held in the Cash Collateral Accounts shall be held as no Default or Event cash collateral for obligations with respect to Letters of Default exists, (x) Credit. Such funds shall be promptly applied by the Administrative Agent may apply at the request of 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 only to above the reimbursement of any Letter of Credit ObligationsExposure during the existence of an Event of Default the 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, and (y) the Issuing Lender Administrative Agent shall immediately release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, 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 excess of any such funds), 103% of the total amount then existing Letter of Credit Exposure. The Administrative Agent shall invest the funds held in the Cash Collateral Account over in an interest-bearing account or other investment approved by the Letter of Credit ExposureBorrower. During the existence of any Default, the Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless of the Letter of Credit Exposure that may remain outstanding. (iii) 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 its own Propertyproperty or in accordance with the Borrower’s instructions or as otherwise approved by the Borrower, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.04(b) or (c), 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s Agent's standard form assignment of deposit accounts, that the Issuing Lender 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. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Agent shall release to the applicable Borrower as designated by, and at the Borrower Representative’s Borrower's written request, 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 Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless of the Letter of Credit Exposure that may remain outstanding.an (iii) 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.04(b), 2.13(a), 2.17(a), 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s standard form assignment of deposit accounts, agreements that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties a security interest in (x) the Cash Collateral Account, whenever established, (y) all funds held in the Cash Collateral Account from time to time, and (z) all proceeds thereof as security for the payment of the Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Administrative Agent shall promptly release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, 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 accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that which may remain outstanding. The Administrative Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. (iii) 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.04(b), 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s Agent's standard form assignment of deposit accounts, that the Issuing Lender 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. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations., (ii) So long as no Default or Event of Default existsExists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Agent shall release to the applicable Borrower as designated by, and at the Borrower Representative’s Borrower's written request, 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 accordance with Section 7.06any order determined by the Agent, regardless of the any Letter of Credit Exposure that 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. (iii) 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.05(b), 7.02(b), 7.03(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest priority, perfected Lien in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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. The Borrower hereby agrees 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 2.07(i)(ii) below. (ii) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) the 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 Required Lenders. If no Default exists, then at the Borrower’s written request, the Administrative Agent shall promptly release any surplus funds held in the Cash Collateral Account only to above the reimbursement sum of any (x) 104% of the Letter of Credit Obligations, Exposure and (y) the Issuing Lender shall release all Defaulting Lenders’ Pro -42- Rata Share of outstanding Swing Line Advances other than Swing Line Advances as to the applicable Borrower as designated by, and at the Borrower Representativewhich such Defaulting Lender’s written request, any funds participation obligation has been funded by it or reallocated to other Lenders. (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(f), 2.2(i), 2.5(c), 7.2(b) or 7.3(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent Agent, for the ratable benefit of the Secured Parties Administrative Agent, the Issuing Lender, the Swing Line Lender and the Lenders, 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 Obligations. (ii) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) the 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 Default exists, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to above the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release Exposure to the applicable Borrower as designated by, and at promptly following the Borrower RepresentativeBorrower’s written request. Notwithstanding the foregoing, any if the Borrower has complied with the terms of Section 2.2(i) and no Default exists, or would result therefrom, the Administrative Agent shall release the funds deposited by the Borrower pursuant to Section 2.2(i) to the Borrower promptly following the Borrower’s written request. (iii) Funds held in the Cash Collateral Account in an amount up to but not exceeding may be invested (for the excess, if any (immediately prior to the release of any such funds), benefit of the total amount of funds held Borrower) in Liquid Investments maintained with, and under the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.04(e), 2.05, 2.17, 7.02(b), or 7.03(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s Administrative Agent's standard form assignment of deposit accounts, that the Issuing Lender 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. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower Representative’s Borrower's written request, 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 Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that may remain outstanding. (iii) The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account which may bear interest or be invested in the Administrative Agent's reasonable discretion and the Administrative Agent shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own Property, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are required Borrower elects to deposit funds in the Cash Collateral Account pursuant to terms hereofclause (v) above, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority priority, perfected security interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 thereof, as security for the payment Obligations with respect to Swing Line Advances. Funds held in the Cash Collateral Account shall be promptly applied by the Administrative Agent at the request of the Obligations. Swing Line Lender to the payment of Swing Line Advances. To the extent that any surplus funds are held in the Cash Collateral Account above the aggregate Fronting Exposure of all then existing Defaulting Lenders during the existence of an Event of Default the Administrative Agent may (iiA) So long hold such surplus funds in the Cash Collateral Account as cash collateral for the Obligations owing to the Revolving Lenders and the Swing Line Lender or (B) apply such surplus funds to any Obligations in any manner directed by the Majority Revolving Lenders. If no Default or Event of Default exists, (x) then at the Borrower’s written request, the Administrative Agent may apply the shall release any surplus funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release to the applicable Borrower as designated by, and at the Borrower Representative’s written request, any funds above all Defaulting Lenders’ Fronting Exposure. Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(f), 2.2(i), 2.5(c), 7.2(b) or 7.3(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) 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, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release to the applicable Borrower as designated by, and at the Borrower Representative’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 Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless of above the Letter of Credit Exposure that may remain outstanding. (iiito the Borrower promptly following the Borrower’s written request. Notwithstanding the foregoing, if the Borrower has complied with the terms of Section 2.2(i) 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 its own Propertyno Default exists, it being understood that or would result therefrom, the Administrative Agent shall not have any responsibility for taking any necessary steps release the funds deposited by the Borrower pursuant to preserve rights against any parties with respect Section 2.2(i) to any such fundsthe Borrower promptly following the Borrower’s written request.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.3(i), 2.5(c), 2.15, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) 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 Required Lenders. If no Default exists, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to above the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release Exposure to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, any funds . (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.05(b), 2.07(h), 2.16(a)(v), 2.17, 7.02(b), 7.03(b) or otherwise, then the Borrowers Borrower and the Issuing Lender shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s Administrative Agent's standard form assignment of deposit accounts, that the Issuing Lender 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. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations which are Reimbursement Obligations, and (yB) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower Representative’s Borrower's written request, 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 accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that may remain outstanding. The Administrative Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. (iii) 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 its own Property, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(f), 2.2(i), 2.5(c), 7.2(b) or 7.3(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s Administrative Agent's standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) 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, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to above the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release Exposure to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request. Notwithstanding the foregoing, any if the Borrower has complied with the terms of Section 2.2(f)(ii) and no Default exists, or would result therefrom, the Administrative Agent shall release the funds deposited by the Borrower pursuant to Section 2.2(f)(ii) to the Borrower at the Borrower's written request. (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If 0.00.x. Xx collateral security for the prompt payment in full when due of all M&T Advances and the other Obligations, the Borrowers are required hereby pledge and grant to deposit funds in the Cash Collateral Account pursuant to terms hereofAdministrative Agent, then for the Borrowers ratable benefit of the Administrative Agent, the Issuing Bank and the Issuing Lender shall establish Lenders as provided herein, a security interest in all of its right, title and interest in and to the Cash Collateral Account and the Borrowers shall execute any documents and agreements, including the Issuing Lender’s standard form assignment of deposit accounts, that the Issuing Lender requests balances from time to time in connection therewith to establish the Cash Collateral Account (including the investments and grant the Administrative Agent a first priority security interest in such account and the funds thereinreinvestments therein provided for below). Each Borrower hereby pledges The balances from time to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties a security interest time in the Cash Collateral AccountAccount shall not constitute payment of any M&T Advances until applied by the Administrative Agent as provided herein or the L/C Obligations until applied by the Issuing Bank as provided herein. Anything in this Agreement to the contrary notwithstanding, whenever established, all funds held in the Cash Collateral Account from time shall be subject to time, and all proceeds thereof withdrawal only as security for the payment of the Obligationsprovided in this Section. (ii) So long as no Default or Event of Default exists, (x) the Administrative Agent may apply the funds held 1.06.ii. Amounts on deposit in the Cash Collateral Account only to shall be invested and reinvested by the reimbursement 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 any Letter and be under the sole dominion and control of Credit Obligationsthe Administrative Agent for the ratable benefit of the Administrative Agent, and (y) the Issuing Lender shall release Bank and the Lenders; provided, that all earnings on such investments will be credited to the applicable Borrower as designated by, and at the Borrower Representative’s written request, any funds held retained 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 ExposureAccount. During the existence of any Default, the Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless of the Letter of Credit Exposure that may remain outstanding. (iii) 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 its own Propertyother 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.iii. 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 fundsLetter 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.iv. 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.v. 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.vi. The rights and remedies provided in this Agreement and in the other Credit Documents or otherwise under applicable Laws shall be 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. (i) If the Borrowers are a Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.15(e), 7.02(b) or 7.03(b), then the Borrowers such Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers such Borrower shall execute any documents and agreements, including the Issuing Lender’s Administrative Agent's standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each Borrower The Company hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (x) the Administrative Agent may apply the funds Funds held in the Cash Collateral Account only shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of such Issuing Bank to any 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 ObligationsExposure during the existence of an Event of Default the 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, and (y) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and Company at the Borrower Representative’s Company's written request, request any funds held in the Cash Collateral Account in an amount up to but not exceeding above the excess, if any amounts required by Section 2.15(e) or otherwise. (immediately prior to the release of any such funds), of the total amount of funds iii) Funds held in the Cash Collateral Account over shall be invested in Liquid Investments maintained with, and under the Letter of Credit Exposure. During the existence of any Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless other investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.04(e), 2.05, 2.17, 7.02(b), or 7.03(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender 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. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, 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 Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that may remain outstanding. (iii) The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account which may bear interest or be invested in the Administrative Agent’s reasonable discretion and the Administrative Agent shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own Property, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are a Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.15(e), 2.15 (h), 7.02(b) or 7.03(b), then the Borrowers such Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers such Borrower shall execute any documents and agreements, including the Issuing Lender’s Administrative Agent's standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each Borrower The Company hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (x) the Administrative Agent may apply the funds Funds held in the Cash Collateral Account only shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of such Issuing Bank to any 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 ObligationsExposure during the existence of an Event of Default the 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, and (y) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and Company at the Borrower Representative’s Company's written request, 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), above 105% of the total amount then current Letter of funds Credit Exposure. (iii) Funds held in the Cash Collateral Account over shall be invested in Liquid Investments maintained with, and under the Letter of Credit Exposure. During the existence of any Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless other investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSection 2.05(b), 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender 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. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, 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 accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that may remain outstanding. The Administrative Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. (iii) 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 its own Property, 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 such funds.. HOUSTON\2059604 -36-

Cash Collateral Account. In the event that (ia) If the Borrowers are required Borrower desires to sell or refinance a Subject Property and such sale or refinance would result in a Default or Unmatured Default under Section 6.21(vii), (viii) or (ix) hereunder immediately after giving effect to such sale or refinance, (b) Borrower desires to cure a Default or Unmatured Default under Section 6.21(vii), (viii) or (ix) hereunder, or (c) Borrower desires to replace a Subject Property with cash collateral, Borrower may establish with the Administrative Agent for the benefit of the Lenders a “cash collateral” account of the Borrower (“Cash Collateral Account”) into which Borrower may elect to deposit funds cash to be included in the calculation of Borrower’s compliance with Sections 6.21(vii), (viii) and (ix) hereof. The Borrower hereby grants a security interest in the Cash Collateral Account pursuant and all amounts held therein from time to terms hereof, then time (the Borrowers and the Issuing Lender shall establish the “Cash Collateral Account and the Borrowers 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 Administrative Agent a first priority security interest in such account and the funds therein. Each Borrower hereby pledges to the Administrative Agent and grants Collateral”) to the Administrative Agent for the benefit of the Secured Parties a Lenders to secure the Obligations. The Borrower shall execute and deliver to Administrative Agent for the account of the Lenders, such further documents and instruments as Administrative Agent may request to evidence the creation and perfection of such security interest in the Cash Collateral AccountAccount and the Cash Collateral (including, whenever establishedwithout limitation, a Cash Collateral Account Agreement in form and substance reasonably satisfactory to Administrative Agent). Only the Administrative Agent shall have access to the Cash Collateral Account and the Cash Collateral. If all funds held of the foregoing conditions have been satisfied, the Cash Collateral shall be included as Collateral hereunder and the Lenders shall be deemed to have waived any violation of the covenants set forth in Sections 6.21(vii), (viii) or (ix) that Borrower cures by means of the inclusion of such Cash Collateral as Collateral hereunder. So long as there does not exist a continuing Default, to the extent that all or a portion of the Cash Collateral deposited in the Cash Collateral Account from time is not needed to timemaintain the Borrower’s compliance with Sections 6.21(vii), (viii) and all proceeds thereof as security for (ix) hereof, the payment Borrower may request in writing that Administrative Agent return the portion of such Cash Collateral not required to maintain such compliance with Sections 6.21(vii), (viii) and (ix) (the “Excess Cash Collateral”). Administrative Agent shall promptly return the Excess Cash Collateral to Borrower upon Administrative Agent’s receipt of such request and Administrative Agent’s agreement with the calculations set forth therein. Upon the occurrence of a Default (and during the continuance thereof), at the direction of the Obligations. (ii) So long as no Default or Event of Default exists, (x) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release to the applicable Borrower as designated by, and at the Borrower Representative’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 DefaultRequired Lenders, the Administrative Agent may apply declare a portion of the principal balance of the Loans equal to any funds held amounts then on deposit in the Cash Collateral Account to be due and payable without demand. Such amounts shall be withdrawn from the Obligations in accordance with Section 7.06, regardless of Cash Collateral Account by the Letter of Credit Exposure that may remain outstanding. (iii) The Administrative Agent and shall exercise reasonable care be applied to the Obligations. Additionally, in the custody and preservation of event that Borrower has not replaced any funds held such Cash Collateral deposited in the Cash Collateral Account by adding Potential Properties as additional Subject Properties in accordance with Section 2A.2 within ninety (90) days after the deposit of such Cash Collateral in the Cash Collateral Account, Administrative Agent may withdraw such Cash Collateral from the Cash Collateral Account and shall be deemed to have exercised such care if apply such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own Property, 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 such fundsObligations.

Cash Collateral Account. (ia) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(g), 2.4(c), 2.14, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest priority, perfected Lien in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long . The Borrower hereby agrees to take such actions as no Default or Event of Default exists, (x) 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. (b) 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 at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default 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, then at the Borrower’s written request, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to above the reimbursement sum of any (x) 105% of the Letter of Credit Obligations, Exposure and (y) the Issuing Lender shall release all Defaulting Lenders’ Revolving Pro Rata Share of outstanding Swing Line Advances other than Swing Line Advances as to the applicable Borrower as designated by, and at the Borrower Representativewhich such Defaulting Lender’s written request, any funds participation obligation has been funded by it or reallocated to other Lenders. (c) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.04(c), 2.05(b), 2.17, 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender 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. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, 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 Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that may remain outstanding. The Issuing Lender may in its sole discretion at any time direct the Administrative Agent to release to the Borrower any funds held in the Cash Collateral Account. (iii) The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account which may bear interest or be invested in the Administrative Agent’s reasonable discretion and the Administrative Agent shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own Property, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.05(b), 7.02(b), 7.03(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest priority, perfected Lien in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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. The Borrower hereby agrees 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 2.07(i)(ii) below. (ii) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) the 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 Required Lenders. If no Default exists, then at the Borrower’s written request, the Administrative Agent shall promptly release any surplus funds held in the Cash Collateral Account only to above the reimbursement sum of any (x) 104% of the Letter of Credit Obligations, Exposure and (y) the Issuing Lender shall release all Defaulting Lenders’ Pro Rata Share of outstanding Swing Line Advances other than Swing Line Advances as to the applicable Borrower as designated by, and at the Borrower Representativewhich such Defaulting Lender’s written request, any funds participation obligation has been funded by it or reallocated to other Lenders. (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(a)(ii), 2.2(f), 2.4(c), 2.14, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) 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, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to above the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release Exposure to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, any funds . (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSection 2.04(b) or (c), 2.05(b), 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s Agent's standard form assignment of deposit accounts, that the Issuing Lender 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. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, Obligations and (yB) the Issuing Lender Agent shall release to the applicable Borrower as designated by, and at the Borrower Representative’s Borrower's written request, 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 accordance with Section 7.06any order determined by the Agent, regardless of the any Letter of Credit Exposure that 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. (iii) 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. In the event that (ia) If the Borrowers are required Borrower desires to sell or refinance a Subject Property and such sale or refinance would result in a Default or Unmatured Default under Section 6.18(ix), (x) or (xi) hereunder immediately after giving effect to such sale or refinance, (b) Borrower desires to cure a Default or Unmatured Default under Section 6.18(ix), (x) or (xi) hereunder, or (c) Borrower desires to replace a Subject Property with cash collateral, Borrower may establish with the Administrative Agent for the benefit of the Lenders a “cash collateral” account of the Borrower (“Cash Collateral Account”) into which Borrower may elect to deposit funds cash to be included in the calculation of Borrower’s compliance with Sections 6.18(ix), (x) and (xi) hereof. The Borrower hereby grants a security interest in the Cash Collateral Account pursuant and all amounts held therein from time to terms hereof, then time (the Borrowers and the Issuing Lender shall establish the “Cash Collateral Account and the Borrowers 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 Administrative Agent a first priority security interest in such account and the funds therein. Each Borrower hereby pledges to the Administrative Agent and grants Collateral”) to the Administrative Agent for the benefit of the Secured Parties a Lenders to secure the Obligations. The Borrower shall execute and deliver to Administrative Agent for the account of the Lenders, such further documents and instruments as Administrative Agent may request to evidence the creation and perfection of such security interest in the Cash Collateral AccountAccount and the Cash Collateral (including, whenever establishedwithout limitation, a Cash Collateral Account Agreement in form and substance reasonably satisfactory to Administrative Agent). Only the Administrative Agent shall have access to the Cash Collateral Account and the Cash Collateral. If all funds held of the foregoing conditions have been satisfied, the Cash Collateral shall be included as Collateral hereunder and the Lenders shall be deemed to have waived any violation of the covenants set forth in Sections 6.18(ix), (x) or (xi) that Borrower cures by means of the inclusion of such Cash Collateral as Collateral hereunder. So long as there does not exist a continuing Default, to the extent that all or a portion of the Cash Collateral deposited in the Cash Collateral Account from time is not needed to time, and all proceeds thereof as security for maintain the payment of the Obligations. (ii) So long as no Default or Event of Default existsBorrower’s compliance with Sections 6.18(ix), (x) and (xi) hereof, the Borrower may request in writing that Administrative Agent may apply return the funds held in the portion of such Cash Collateral Account only not required to the reimbursement of any Letter of Credit Obligationsmaintain such compliance with Sections 6.18(ix), (x) and (yxi) (the Issuing Lender “Excess Cash Collateral”). Administrative Agent shall release promptly return the Excess Cash Collateral to Borrower upon Administrative Agent’s receipt of such request and Administrative Agent’s agreement with the applicable Borrower as designated bycalculations set forth therein. Upon the occurrence of a Default (and during the continuance thereof), and at the Borrower Representative’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), direction of the total amount of funds held in the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any DefaultRequired Lenders, the Administrative Agent may apply declare a portion of the principal balance of the Loans equal to any funds held amounts then on deposit in the Cash Collateral Account to be due and payable without demand. Such amounts shall be withdrawn from the Obligations in accordance with Section 7.06, regardless of Cash Collateral Account by the Letter of Credit Exposure that may remain outstanding. (iii) The Administrative Agent and shall exercise reasonable care be applied to the Obligations. Additionally, in the custody and preservation of event that Borrower has not replaced any funds held such Cash Collateral deposited in the Cash Collateral Account by adding Potential Properties as additional Subject Properties in accordance with Section 2A.2 within ninety (90) days after the deposit of such Cash Collateral in the Cash Collateral Account, Administrative Agent may withdraw such Cash Collateral from the Cash Collateral Account and shall be deemed to have exercised such care if apply such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own Property, 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 such fundsObligations.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(i), 2.4(c), 2.14, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest priority, perfected Lien in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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. The Borrower hereby agrees to maintain a first priority security interest in the Cash Collateral Account and all 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) 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, then at the Borrower’s written request, the Administrative Agent shall promptly release any surplus funds held in the Cash Collateral Account only to above the reimbursement sum of any (x) 105% of the Letter of Credit Obligations, Exposure and (y) the Issuing Lender shall release all Defaulting Lenders’ Revolving Pro Rata Share of outstanding Swing Line Advances other than Swing Line Advances as to the applicable Borrower as designated by, and at the Borrower Representativewhich such Defaulting Lender’s written request, any funds participation obligation has been funded by it or reallocated to other Lenders. (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. In the event that (ia) If the Borrowers are required Borrower desires to sell or refinance a Subject Property and such sale or refinance would result in a Default or Unmatured Default under Section 6.18(ix), (x), (xi) and (xii) hereunder immediately after giving effect to such sale or refinance, (b) Borrower desires to cure a Default or Unmatured Default under Section 6.18(ix), (x), (xi) and (xii) hereunder, or (c) Borrower desires to replace a Subject Property with cash collateral, Borrower may establish with the Administrative Agent for the benefit of the Lenders a “cash collateral” account of the Borrower (“Cash Collateral Account”) into which Borrower may elect to deposit funds cash to be included in the calculation of Borrower’s compliance with Sections 6.18(ix), (x), (xi) and (xii) hereof. The Borrower hereby grants a security interest in the Cash Collateral Account pursuant and all amounts held therein from time to terms hereof, then time (the Borrowers and the Issuing Lender shall establish the “Cash Collateral Account and the Borrowers 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 Administrative Agent a first priority security interest in such account and the funds therein. Each Borrower hereby pledges to the Administrative Agent and grants Collateral”) to the Administrative Agent for the benefit of the Secured Parties a Lenders to secure the Obligations. The Borrower shall execute and deliver to Administrative Agent for the account of the Lenders, such further documents and instruments as Administrative Agent may request to evidence the creation and perfection of such security interest in the Cash Collateral AccountAccount and the Cash Collateral (including, whenever establishedwithout limitation, a Cash Collateral Account Agreement in form and substance reasonably satisfactory to Administrative Agent). Only the Administrative Agent shall have access to the Cash Collateral Account and the Cash Collateral. If all funds held of the foregoing conditions have been satisfied, the Cash Collateral shall be included as Collateral hereunder and the Lenders shall be deemed to have waived any violation of the covenants set forth in Sections 6.18(ix), (x), (xi) or (xii) that Borrower cures by means of the inclusion of such Cash Collateral as Collateral hereunder. So long as there does not exist a continuing Default, to the extent that all or a portion of the Cash Collateral deposited in the Cash Collateral Account from time is not needed to time, and all proceeds thereof as security for maintain the payment of the Obligations. (ii) So long as no Default or Event of Default existsBorrower’s compliance with Sections 6.18(ix), (x), (xi) and (xii) hereof as of the last day of any quarter, the Borrower may request in writing that Administrative Agent may apply return the funds held in the portion of such Cash Collateral Account only not required to the reimbursement of any Letter of Credit Obligationsmaintain such compliance with Sections 6.18(ix), (x), (xi) and (yxii) (the Issuing Lender “Excess Cash Collateral”). Administrative Agent shall release promptly return the Excess Cash Collateral to Borrower upon Administrative Agent’s receipt of such request and Administrative Agent’s agreement with the applicable Borrower as designated bycalculations set forth therein. Upon the occurrence of a Default (and during the continuance thereof), and at the Borrower Representative’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), direction of the total amount of funds held in the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any DefaultRequired Lenders, the Administrative Agent may apply declare a portion of the principal balance of the Loans equal to any funds held amounts then on deposit in the Cash Collateral Account to be due and payable without demand. Such amounts shall be withdrawn from the Obligations in accordance with Section 7.06, regardless of Cash Collateral Account by the Letter of Credit Exposure that may remain outstanding. (iii) The Administrative Agent and shall exercise reasonable care be applied to the Obligations. Additionally, in the custody and preservation of event that Borrower has not replaced any funds held such Cash Collateral deposited in the Cash Collateral Account by adding Potential Properties as additional Subject Properties in accordance with Section 2A.2 within ninety (90) days after the deposit of such Cash Collateral in the Cash Collateral Account, Administrative Agent may withdraw such Cash Collateral from the Cash Collateral Account and shall be deemed to have exercised such care if apply such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own Property, 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 such fundsObligations.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 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 Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) 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, the Administrative Agent shall release any -30- surplus funds held in the Cash Collateral Account only to above the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release Exposure to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, any funds . (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.05(b), 2.07(a)(vii), 2.07(d)(iii), 2.16(a)(v), 2.17, 7.02(b), 7.03(b) or otherwise, then the Borrowers Borrower and the Issuing Lender shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender 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. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations which are Reimbursement Obligations, and (yB) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, 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 accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that may remain outstanding. The Administrative Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. (iii) 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 its own Property, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to the terms hereof, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender 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 thereintherein and giving the Administrative Agent “control” over the Cash Collateral Account as such term is defined in the applicable Uniform Commercial Code. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 thereof, as security for the payment of the Obligations. Except as provided in Section 2.3(i)(ii) below, the Borrower shall have no access and no rights of withdrawal from the Cash Collateral Account. (ii) So long as no Default or Event of Default exists, (x) the Administrative Agent may apply the funds Funds held in the Cash Collateral Account only shall be held as cash collateral for obligations with respect to Letters of Credit. Such funds shall be promptly applied by the Administrative Agent at the request of the applicable 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 ObligationsExposure during the existence of an Event of Default the 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 Default exists, and (y) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated byBorrower, and at the Borrower RepresentativeBorrower’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 excess of any such funds), 103% of the total amount then existing Letter of Credit Exposure. The Administrative Agent shall invest the funds held in the Cash Collateral Account over in an interest-bearing account or other investment approved by the Letter of Credit ExposureBorrower. During the existence of any Default, the Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless of the Letter of Credit Exposure that may remain outstanding. (iii) 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 its own Propertyproperty or in accordance with the Borrower’s instructions or as otherwise approved by the Borrower, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(a)(ii), 2.5(e), 7.2(b) or 7.3(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s standard form assignment of deposit accounts, agreements that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds thereintherein that is superior to all other Liens (other than Excepted Liens). Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (x) the Administrative Agent may apply the funds Funds held in the Cash Collateral Account only shall be held as cash collateral for the Letter of Credit Obligations and promptly applied by the Administrative Agent at the request of the Issuing Lender to the reimbursement of any Letter of Credit ObligationsObligations that exist or occur. To the extent that any surplus funds are held in the Cash Collateral Account above 103% of the Letter of Credit Exposure during the existence of an Event of Default the 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 the manner specified in Section 7.6. If no Default exists, and (y) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower Representative’s Borrower's written request, 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), excess of the total amount of funds amounts required by Section 2.2(a)(ii). (iii) Funds held in the Cash Collateral Account over shall be invested in Liquid Investments maintained with, and under the Letter of Credit Exposure. During the existence of any Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless other investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSection 2.5(c), Section 2.16, Section 7.2(b) or Section 7.3(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s Administrative Agent's standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) 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 Required Lenders. If no Default exists, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to above the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release Exposure to the applicable Borrower as designated by, and at the Borrower Representative’s Borrower's written request, any funds . (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.7(c), 2.15(a)(iv), 2.15(e), 7.2(b) or 7.3(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s Administrative Agent's standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority priority, perfected security interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (x) the Administrative Agent may apply the funds Funds held in the Cash Collateral Account only shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the applicable Issuing Lender to any 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 ObligationsExposure during the existence of an Event of Default the 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 Required Lenders. If no Default exists, and (y) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower Representative’s Borrower's written request, request any funds held in the Cash Collateral Account in an amount up to but not exceeding above the excess, if any Letter of Credit Exposure. (immediately prior to the release of any such funds), of the total amount of funds iii) Funds held in the Cash Collateral Account over shall be invested in Cash Equivalents maintained with, and under the Letter of Credit Exposure. During the existence of any Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless other investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.04(c), 2.05(b), 2.17, 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s Administrative Agent's standard form assignment of deposit accounts, that the Issuing Lender 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. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower Representative’s Borrower's written request, 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 Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that may remain outstanding. The Issuing Lender may in its sole discretion at any time direct the Administrative Agent to release to the Borrower any funds held in the Cash Collateral Account. (iii) The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account which may bear interest or be invested in the Administrative Agent's reasonable discretion and the Administrative Agent shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own Property, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(a)(ii), 2.2(f), 2.2(h)(iv), 2.4(c), 2.14, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lenders to any 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 Exposure during the existence of an Event of Default exists, (x) 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 Required Lenders. If no Default exists, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to above the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release Exposure to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, any funds . (iii) Funds held in the Cash Collateral Account may be invested in an amount up to but not exceeding Liquid Investments maintained with, and under 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 Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds. (iv) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with Letter of Credit Exposure representing greater than 66 2/3% of the aggregate Letter of Credit Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the “Cash Collateral Account”), an amount in cash equal to 105% of the amount of the Letter of Credit Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.1(g). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Cash Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the Cash Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Cash Collateral Account. Moneys in the Cash Collateral Account shall be applied by the Administrative Agent to reimburse one or both Issuing Lenders for Letter of Credit Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Letter of Credit Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Letter of Credit Exposure representing greater than 66 2/3% of the aggregate Letter of Credit Exposure), be applied to satisfy other Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence 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 such Events of Default have been cured or waived as confirmed in writing by the Administrative Agent.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSection 2.05(b), 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender 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. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, 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 accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that may remain outstanding. The Administrative Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. (iii) 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 its own Property, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to the terms hereof, then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender 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 thereintherein and giving the Administrative Agent “control” over the Cash Collateral Account as such term is defined in the applicable Uniform Commercial Code. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. Except as provided in Section 2.3(i)(ii) below, the Borrower shall have no access and no rights of withdrawal from the Cash Collateral Account. (ii) So long Funds held in the Cash Collateral Accounts shall be held as no Default or Event cash collateral for obligations with respect to Letters of Default exists, (x) Credit. Such funds shall be promptly applied by the Administrative Agent may apply at the request of the applicable 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 only to above the reimbursement of any Letter of Credit ObligationsExposure during the existence of an Event of Default the 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 Default exists, and (y) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower RepresentativeBorrower’s written request, 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 excess of any such funds), 105% of the total amount then existing Letter of Credit Exposure. The Administrative Agent shall invest the funds held in the Cash Collateral Account over in an interest-bearing account or other investment approved by the Letter of Credit ExposureBorrower. During the existence of any Default, the Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless of the Letter of Credit Exposure that may remain outstanding. (iii) 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 its own Propertyproperty or in accordance with the Borrower’s instructions or as otherwise approved by the Borrower, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(f), 2.2(i), 2.5(c), 7.2(b) or 7.3(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) 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, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to above the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release Exposure to the applicable Borrower as designated by, and at promptly following the Borrower RepresentativeBorrower’s written request. Notwithstanding the foregoing, any if the Borrower has complied with the terms of Section 2.2(i) and no Default exists, or would result therefrom, the Administrative Agent shall release the funds deposited by the Borrower pursuant to Section 2.2(i) to the Borrower promptly following the Borrower’s written request. (iii) Funds held in the Cash Collateral Account in an amount up to but not exceeding may be invested (for the excess, if any (immediately prior to the release of any such funds), benefit of the total amount of funds held Borrower) in Liquid Investments maintained with, and under the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any Defaultsole dominion and control of, the Administrative Agent may apply or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless investment of the Letter of Credit Exposure that may remain outstanding. (iii) funds therein. 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 its own Propertyproperty, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSections 2.2(f), 2.2(j), 2.5(c), 7.2(b) or 7.3(b), then the Borrowers Borrower and the Issuing Lender Administrative Agent shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing LenderAdministrative Agent’s standard form assignment of deposit accounts, that the Issuing Lender Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent a first priority security interest an Acceptable Security Interest in such account and the funds therein. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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) So long Funds held in the Cash Collateral Account shall be held as no Default cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any 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 Exposure during the existence of an Event of Default exists, (x) 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, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (y) the Issuing Lender shall release to the applicable Borrower as designated by, and at the Borrower Representative’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 Administrative Agent may apply any funds held in the Cash Collateral Account to the Obligations in accordance with Section 7.06, regardless of above the Letter of Credit Exposure that may remain outstandingto the Borrower at the Borrower’s written request. (iii) 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 its own Property, 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 such funds.

Cash Collateral Account. (i) If the Borrowers are Borrower is required to deposit funds in the Cash Collateral Account pursuant to terms hereofSection 2.05(b), 2.07(d)(iii), 7.02(b), or 7.03(b), then the Borrowers Borrower and the Issuing Lender shall establish the Cash Collateral Account and the Borrowers Borrower shall execute any documents and agreements, including the Issuing Lender’s Administrative Agent's standard form assignment of deposit accounts, that the Issuing Lender 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. Each The Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties 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 Obligations. (ii) So long as no Default or Event of Default exists, (xA) the Administrative Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (yB) the Issuing Lender Administrative Agent shall release to the applicable Borrower as designated by, and at the Borrower Representative’s Borrower's written request, 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 accordance with Section 7.06any order determined by the Administrative Agent, regardless of the any Letter of Credit Exposure that may remain outstanding. The Administrative Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. (iii) 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 its own Property, 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 such funds.