Common use of Cash Collateral Account Clause in Contracts

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the Agent, at the direction or with the consent of the Required Lenders, may require the Borrower to deliver to the Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g), the Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g), such amounts in each case under clauses (i) and (ii) above to be held by the Agent in a cash collateral account (the "Cash Collateral Account"). The Borrower hereby grants to the Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's Reimbursement Obligations as and when the same shall arise. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, in such order and manner as the Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is required

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require the Borrower Borrower, to deliver to the Administrative Agent such additional amount of cash as is equal to 103% of the aggregate Stated Amount stated amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), Section 2.07(b)(iv) or to the extent any amount of a required prepayment under any of SECTIONS 2.6(cSections 2.07(b)(i) through 2.6(d2.07(b)(iii) remains after prepayment of all outstanding Loans and Reimbursement Letter of Credit Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(gSection 2.07(d), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "Cash Collateral Account"). The Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative Agent, for the benefit of the Issuing Lender Banks and the Revolving Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit ExposureUsage, and for application to the Borrower's Reimbursement ’s Letter of Credit Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the applicable Issuing LenderBank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the such Issuing Lender Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the such Issuing Lender Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the each Issuing Lender Bank for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral Cash Collateral pursuant to SECTION 2.6(bthis Section 2.04(k), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (iA) the sum of (x1) the aggregate principal Dollar amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z2) the aggregate Letter of Credit Exposure of all Lenders Usage at such time would not exceed the aggregate Revolving Credit Commitments at such time and (iiB) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide Cash Collateral pursuant to Sections 2.07(b)(i) through 2.07(b)(ii), as contemplated by Section 2.07(d), such amount shall be returned to the Borrower on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for all of its obligations thereunder. If the Borrower is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersLenders shall, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to 102% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g)Section 2.5.1, the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender Bank and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's ’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a an Unmatured Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the any Issuing LenderBank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the such Issuing Lender Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the such Issuing Lender Bank therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender Banks for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is required.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION Section 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's ’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION Section 2.6(b), such amount (including interest), to the extent not applied as aforesaid) , shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the Agent, at the direction or with the consent of the Required Lenders, may require the Borrower to deliver to the Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b2.6(B), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(cSECTION 2.6(C), 2.6(D) through 2.6(dor 2.6(E) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g2.6(F), the Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Agent in a cash collateral account (the "Cash Collateral Account"). The Borrower hereby grants to the Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's Reimbursement Obligations as and when the same shall arise. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(b2.6(B), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time time, and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments of all Lenders at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired 51 58 to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersLenders shall, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to 105% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS Section 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's ’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral Cash Collateral pursuant to SECTION 2.6(bSection 2.6(c), such amount (including interest), to the extent not applied as aforesaid) , shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Aggregate Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersLenders shall, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through Section 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's Reimbursement ’s Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(bSection 2.6(d), such amount (including interest), to the extent not applied as aforesaid) , shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION Section 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender Lenders 12581222v10 24740.00017 and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's ’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the an Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the such Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender Lenders for all of its their obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION Section 2.6(b), such amount (including interest), to the extent not applied as aforesaid) , shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Aggregate Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersLenders shall, may require the Borrower Borrowers to deliver to the Administrative Agent such additional amount of cash as is equal to 105% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION Section 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower Borrowers hereby grants grant to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's Borrowers’ Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower Borrowers (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the BorrowerBorrowers, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is Borrowers are required to provide cash collateral pursuant to SECTION Section 2.6(b), such amount (including interest), to the extent not applied as aforesaid) , shall be returned to the Borrower Borrowers on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Aggregate Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredBorrowers are required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require the Borrower Borrower, to deliver to the Administrative Agent such additional amount of cash as is equal to 103% (or if not denominated in Dollars, 110%) of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(dSection 2.07(b)(i) remains after prepayment of all outstanding Loans and Reimbursement Letter of Credit Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(gSection 2.07(d), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "Cash Collateral Account"). The Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative Agent, for the benefit of the Issuing Lender Banks and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit ExposureUsage, and for application to the Borrower's Reimbursement ’s Letter of Credit Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the applicable Issuing LenderBank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the such Issuing Lender Bank an amount equal to the Reimbursement Obligation created as a result of such payment plus any additional amount payable hereunder in respect of any Reimbursement Obligation denominated in an Alternative Currency (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the such Issuing Lender Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the each Issuing Lender Bank for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral Cash Collateral pursuant to SECTION 2.6(bthis Section 2.04(l), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (iA) the sum of (x1) the aggregate principal dollar 111 amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z2) the aggregate Letter of Credit Exposure of all Lenders Usage at such time would not exceed the aggregate Revolving Credit Commitments at such time and (iiB) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide Cash Collateral pursuant to Section 2.07(b), as contemplated by Section 2.07(d), such amount shall be returned to the Borrower on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for all of its obligations thereunder. If the Borrower is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the Agent, at the direction or with the consent of the Required Lenders, may require the Borrower to deliver to the Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g2.6(A), the Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Agent in a cash collateral account (the "Cash Collateral Account"). The Borrower hereby grants to the Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's Reimbursement Obligations as and when the same shall arise. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(b2.6(a), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time, and (z) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time time, would not exceed Execution the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersLenders shall, may require the Borrower Borrowers to deliver to the Administrative Agent such additional amount of cash as is equal to (x) the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) minus (y) the aggregate Collateral Value of all Collateral at such time and (ii) in the event of a prepayment under SECTION Section 2.6(b), ) or Section 2.6(c) (to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of by the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(gprovisos to such Sections), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower Borrowers hereby grants grant to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for the Tranche 1 Letter of Credit Exposure and the Tranche 2 Letter of Credit Exposure, and for application to the Borrower's Borrowers’ Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower Borrowers (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is Borrowers are required to provide cash collateral pursuant to SECTION 2.6(bSection 2.6(b)or Section 2.6(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers on demand, ; provided that after giving effect to such return (i) the sum of (x) Tranche 1 Credit Exposure at such time would not exceed the aggregate principal amount of all Revolving Loans outstanding Tranche 1 Commitments at such time, (ii) the Tranche 2 Credit Exposure at such time would not the exceed lesser of (y) the aggregate principal amount of all Swingline Loans outstanding Tranche 2 Commitments at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time Collateral Value, and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredBorrowers are required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersLenders shall, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through Section 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION or Section 2.6(g), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Coll ateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's ’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredmay

Cash Collateral Account. At any time and from time to time (ia) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersBanks shall, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to 102% of the aggregate Stated Amount of all 52 Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (iib) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(gSection 2.01(b), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (ia) and (iib) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender Banks and the LendersBanks, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's ’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Agent), amounts Amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the any Issuing LenderBank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the such Issuing Lender Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the such Issuing Lender Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender Banks for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(bSection 2.01(b), such amount (amount, to the extent not applied as aforesaid) , shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the Agent, at the direction or with the consent of the Required Lenders, may require the Borrower to deliver to the Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g2.6(A), the Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Agent in a cash collateral account (the "Cash Collateral Account"). The Borrower hereby grants to the Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's Reimbursement Obligations as and when the same shall arise. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(b2.6(A), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time, and (z) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time time, would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersLenders shall, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to 105% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS Section 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION or Section 2.6(g), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's ’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(bSection 2.6(c), such amount (including interest), to the extent not applied as aforesaid) , shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Aggregate Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersLenders shall, may require the Borrower Borrowers to deliver to the Administrative Agent such additional amount of cash as is equal to 105% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION Section 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower Borrowers hereby grants grant to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's Borrowers’ Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower Borrowers (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefortherefore. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the BorrowerBorrowers, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is Borrowers are required to provide cash collateral pursuant to SECTION Section 2.6(b), such amount (including interest), to the extent not applied as aforesaid, shall be returned to the Borrowers on demand, provided that after giving effect to such return (i) the Aggregate Revolving Credit Exposure would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no default or Event of Default shall have occurred and be continuing at such time. If the Borrowers are required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that Borrowers within three (3) Business Days after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event Events of Default shall have occurred and be continuing at such time. If the Borrower is requiredbeen cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION Section 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's ’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION Section 2.6(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersLenders shall, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to 102% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g)Section 2.5.1, the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender Bank and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's ’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a an Unmatured Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the any Issuing LenderBank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the such Issuing Lender Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the such Issuing Lender Bank therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender Banks for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is required3.9

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION Section 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender Lenders and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's ’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the an Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the such Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender Lenders for all of its their obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION Section 2.6(b), such amount (including interest), to the extent not applied as aforesaid) , shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Aggregate Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersLenders shall, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to 105% of the aggregate Stated Amount of all Letters Letter of Credit at any time then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) plus all accrued and unpaid interest and fees thereon and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS Section 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(gor Section 2.6(h), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's ’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(bSection 2.6(c), such amount (including interest), to the extent not applied as aforesaid) , shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Aggregate Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersLenders shall, may require the Borrower Borrowers to deliver to the Administrative Agent such additional amount of cash as is equal to (x) the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) minus (y) the aggregate Collateral Value of all Collateral at such time and (ii) in the event of a prepayment under SECTION Section 2.6(b), ) or Section 2.6(c) (to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of by the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(gprovisos to such Sections), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower Borrowers hereby grants grant to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for the Tranche 1 Letter of Credit Exposure and the Tranche 2 Letter of Credit Exposure, and for application to the Borrower's Borrowers’ Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower Borrowers (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is Borrowers are required to provide cash collateral pursuant to SECTION Section 2.6(b) or Section 2.6(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers on demand, ; provided that after giving effect to such return (i) the sum of (x) Tranche 1 Credit Exposure at such time would not exceed the aggregate principal amount of all Revolving Loans outstanding Tranche 1 Commitments at such time, (ii) the Tranche 2 Letter of Credit Exposure at such time would not the exceed lesser of (y) the aggregate principal amount of all Swingline Loans outstanding Tranche 2 Commitments at such time and (z) the aggregate Letter of Credit Exposure of all Lenders Collateral Value at such time would not exceed the aggregate Revolving Credit Commitments at such time time, and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredBorrowers are required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersLenders shall, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through Section 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's Reimbursement ’s Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(bSections 2.6(d) or 2.6(h), such amount (including interest), to the extent not applied as aforesaid) , shall be returned to the Borrower on demand, ; provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Aggregate Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersLenders shall, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS Section 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's Reimbursement ’s Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(bSections 2.6(c) or 2.6(g), such amount (including interest), to the extent not applied as aforesaid) , shall be returned to the Borrower on demand, ; provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Aggregate Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersLenders shall, may require the Borrower Borrowers to deliver to the Administrative Agent such additional amount of cash as is equal to 105% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS Section 2.6(c) through 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION or Section 2.6(g), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower Borrowers hereby grants grant to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's Borrowers’ Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower Borrowers (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the BorrowerBorrowers, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is Borrowers are required to provide cash collateral pursuant to SECTION 2.6(bSection 2.6(c), such amount (including interest), to the extent not applied as aforesaid) , shall be returned to the Borrower Borrowers on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Aggregate Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredBorrowers are required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require the Borrower Matria to deliver to the Administrative Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b2.6(B), or to the extent any amount of a required prepayment under any of SECTIONS 2.6(c) through 2.6(dSECTION 2.6(D) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g2.6(E), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "Cash Collateral Account"). The Borrower Matria hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the BorrowerMatria's Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower Matria (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the BorrowerMatria, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower Matria is required to provide cash collateral pursuant to SECTION 2.6(b2.6(B), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Matria on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount Dollar Amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredMatria is

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require the Borrower Borrower, to deliver to the Administrative Agent such additional amount of cash as is equal to 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), Section 2.07(b)(iv) or to the extent any amount of a required prepayment under any of SECTIONS 2.6(cSections 2.07(b)(i) through 2.6(d2.07(b)(iii) remains after prepayment of all outstanding Loans and Reimbursement Letter of Credit Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(gSection 2.07(d), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "Cash Collateral Account"). The Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative Agent, for the benefit of the Issuing Lender Bank and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit ExposureUsage, and for application to the Borrower's Reimbursement ’s Letter of Credit Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing LenderBank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender Bank for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral Cash Collateral pursuant to SECTION 2.6(bthis Section 2.04(l), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal dollar amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Swing Line Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders Usage at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide Cash Collateral pursuant to Sections 2.07(b)(i) through 2.07(b)(ii), as contemplated by Section 2.07(d), such amount shall be returned to the Borrower on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and the Issuing Bank shall have been reimbursed in full for all of its obligations thereunder. If the Borrower is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default, the AgentAdministrative Agent may, and at the direction or with the consent of the Required LendersRevolving Lenders shall, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to 100% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under SECTION 2.6(b), or to the extent any amount of a required prepayment under any of SECTIONS Section 2.6(c) through or Section 2.6(d) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Revolving Credit Commitments and the Swingline Commitments, as contemplated by SECTION 2.6(g), the Administrative Agent will retain such amount as may then be required to be retained pursuant to SECTION 2.6(g)retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "“Cash Collateral Account"”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's ’s Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall (i) with respect to any amounts held by the Agent pursuant to SECTION 2.6(g), be immediately returned to the Borrower (together with any interest or of earnings thereon) and (ii) with respect to any amounts held by the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations, if any, Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to SECTION 2.6(bSection 2.6(g), such amount (including interest), to the extent not applied as aforesaid) , shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the aggregate principal amount of all Aggregate Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is requiredrequired to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.