Common use of Cash Collateral Pledge Clause in Contracts

Cash Collateral Pledge. Upon (a) the request of the Administrative Agent, (i) if the Issuing Bank has honored any full or partial drawing request on any Letter of Credit and such drawing has resulted in a Letter of Credit Borrowing hereunder, or (ii) if, as of the Maturity Date for Revolving Loans, any Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event of Default or (c) the occurrence of the circumstances described in Section 2.07(a)(ii) requiring the Borrower to Cash Collateralize Letters of Credit, then the Borrower shall immediately Cash Collateralize the Letter of Credit Obligations in an amount equal to the Letter of Credit Obligations (or in the case of clause (c) above, the excess amount required pursuant to Section 2.07(a)(ii)) and such cash will be held as security for all Obligations of the Borrower to the Banks hereunder in a cash collateral account to be established by the Administrative Agent, and during the existence of an Event of Default, the Administrative Agent may, upon the request of the Majority Banks, apply such amounts so held to the payment of such outstanding Obligations; provided that on a date upon which no Default or Event of Default exists and no Letter of Credit Obligations remain outstanding, the Administrative Agent, at the request and expense of the Borrower, will duly release the cash held hereunder as security in any cash collateral account and shall assign, transfer and deliver to the Borrower (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been released pursuant to this Agreement.

Cash Collateral Pledge. Upon (aA) Upon the request of the Administrative Agent, (i) if the Issuing Bank has honored any full or partial drawing request on any Letter of Credit and such drawing has resulted in a Letter of Credit an L/C Borrowing hereunder, or (iiB) unless otherwise consented to by the Banks, if, as of the Maturity Date for Revolving LoansTermination Date, any Letters Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event of Default or (cii) the occurrence of the circumstances described in Section 2.07(a)(ii) 2.7 requiring the Borrower to Cash Collateralize Letters of Credit, then then, the Borrower shall immediately Cash Collateralize the Letter of Credit Obligations in an amount equal to such L/C Obligations. The Borrower hereby grants the Letter Agent, for the benefit of Credit Obligations (or in the case of clause (c) aboveAgent, the excess amount required pursuant to Section 2.07(a)(ii)) Issuing Bank, the Swingline Bank and the Banks, a security interest in all such cash will and deposit account balances. Cash Collateral shall be held as security for all Obligations of the Borrower to the Banks hereunder in a cash collateral account to be established maintained by the Administrative AgentAgent in blocked, interest bearing deposit accounts at BofA. After the Revolving Termination Date the Issuing Bank may exercise a right of set off with respect to any such Cash Collateral deposits it holds and during may use such funds to satisfy drawings under Letters of Credit. Unless otherwise agreed to by the existence of an Event of Default, the Administrative Agent may, upon the request of the Majority Banks, apply all such amounts so held to the payment Cash Collateral (inclusive of such outstanding Obligations; provided that on a date upon which no Default or Event of Default exists and no Letter of Credit Obligations remain outstanding, the Administrative Agent, at the request and expense of the Borrower, will duly release the cash held hereunder as security in any cash collateral account and accrued interest thereon) shall assign, transfer and deliver be returned to the Borrower (without recourse only when the L/C Commitment has terminated, all Letters of Credit have been cancelled and without any representation or warranty) such cash as is then being released and has not theretofore been released pursuant to this Agreementno L/C Obligations are outstanding.

Cash Collateral Pledge. Upon (ai) the request of the Administrative Agent, (iA) ---------------------- if the Issuing Bank has honored any full or partial drawing request on any Letter of Credit and such drawing has resulted in a Letter of Credit an L/C Borrowing hereunder, or (iiB) if, as of the Maturity Date for Revolving LoansTermination Date, any Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event of Default or (cii) the occurrence of the circumstances described in Section 2.07(a)(ii) 2.11 requiring the Borrower Company to Cash Collateralize Letters of Credit, then then, the Borrower Company shall immediately Cash Collateralize the Letter of Credit L/C Obligations in an amount equal to such L/C Obligations. In connection with any such amounts to be paid over to the Letter Agent as cash collateral for Offshore Currency L/C Obligations then outstanding, the amount of Credit cash collateral to be paid over with respect thereto and held as part of the cash collateral pursuant to this Section 3.7 shall be determined on the basis of the Dollar Equivalent Amount thereof as of the most recent Computation Date. The Company shall, to the extent necessary, make such additional pledges from time to time as shall be necessary to ensure that all L/C Obligations remain at all times fully cash collateralized (or in the case of clause (c) aboveany Offshore Currency L/C Obligations, the excess amounts thereof from time to time to be determined on the basis of the Dollar Equivalent Amount thereof as of the most recent Computation Date), provided that no such additional pledge shall be required at -------- any time that the shortfall in the amount of the required pursuant to Section 2.07(a)(ii)) cash collateral results from a change in applicable rates of exchange between Dollars and Offshore Currencies and such cash will be held as security shortfall shall not exceed at such time $100,000. The Company hereby grants the Agent, for all Obligations the benefit of the Borrower to the Banks hereunder in a cash collateral account to be established by the Administrative Agent, the Issuing Bank and during the existence of an Event of Default, the Administrative Agent may, upon the request of the Majority Banks, apply such amounts so held to the payment of such outstanding Obligations; provided that on a date upon which no Default or Event of Default exists and no Letter of Credit Obligations remain outstanding, the Administrative Agent, at the request and expense of the Borrower, will duly release the cash held hereunder as security interest in any cash collateral account and shall assign, transfer and deliver to the Borrower (without recourse and without any representation or warranty) all such cash as is then being released and has not theretofore been released pursuant to deposit account balances contemplated by this Agreement.Section 3.7 or Section 9.2. Cash collateral held under this Section 3.7 or Section 9.2 shall be maintained in blocked, non-interest bearing deposit accounts at BofA.

Cash Collateral Pledge. Upon (a) the request of the Administrative Agent, (i) if the Issuing Bank has honored any full or partial drawing request on any Letter of Credit and such drawing has resulted in a Letter of Credit Borrowing hereunder, or (ii) ifIf, as of the Revolving Loan Maturity Date for Revolving LoansDate, any Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event of Default or (c) upon the occurrence of the circumstances described in Section 2.07(a)(iiSections 2.07(a)(i) or 2.07(a)(iii) requiring Borrowers to Cash Collateralize Letters of Credit, or (c) upon the Borrower occurrence of the circumstances described elsewhere in Section 2.07(a) requiring Borrowers to Cash Collateralize Letters of Credit, then the Borrower Borrowers shall immediately Cash Collateralize the Letter of Credit Obligations in an amount equal to the Letter of Credit Obligations (or in L/C Obligations. In the case of clause the preceding clauses (ca) aboveand (b), Borrowers shall, to the excess amount required extent necessary, make such additional pledges from time to time as shall be necessary to ensure that all such L/C Obligations remain at all times fully Cash Collateralized. Cash collateral held to secure the L/C Obligations under this Section 3.02 and Section 9.02 shall be maintained in the L/C Cash Collateral Account pursuant to the Security Agreement. If L/C Obligations are Cash Collateralized pursuant to Section 2.07(a)(ii)2.07(a)(iii) and at any time thereafter the Borrowing Base then in effect exceeds the Effective Amount of all Revolving Loans, L/C Obligations (such cash will be held as security for all Obligations excess amount, the “Excess Amount”), then Borrowers may request in writing that the Agent release funds from the L/C Cash Collateral Account in a Dollar amount (such amount, the “Requested Section 2.07(a)(iii) CC Release Amount”) not to exceed the Excess Amount, and promptly following its receipt of such written request the Borrower Agent shall, subject to the Banks hereunder in a cash collateral account to be established by other provisions of this Agreement and the Administrative Agentother Loan Documents, and during the existence of an Event of Defaultrelease such Requested Section 2.07(a)(iii) CC Release Amount; provided, the Administrative Agent may, upon the request of the Majority Banks, apply such amounts so held to the payment of such outstanding Obligations; provided that on a date upon which no Default or Event of Default then exists or would result therefrom and no Letter the Agent has received a certification to such effect from a Responsible Officer of Credit Administrative Borrower. If L/C Obligations remain outstandingare Cash Collateralized pursuant to Sections 2.07(a)(iv) through 2.07(a)(viii) (such cash collateral in this clause (a), the Administrative Agent“L/C Cash Collateral”), at then so long as (i) no Default or Event of Default is existing or would result therefrom, (ii) such actions would otherwise be permitted under the Loan Documents, and (iii) to the extent (A) no Overadvance would occur therefrom, and (B) the L/C Obligations would not exceed the L/C Commitment therefrom, Borrowers may request and expense from Agent in writing (each such written request, a “L/C CC Release Request”) that Agent release all or a portion of the BorrowerL/C Cash Collateral (such requested released amount of L/C Cash Collateral, will duly the “Requested L/C CC Release Amount”) specifying in detail in such L/C CC Release Request the amount of L/C Cash Collateral being released. Promptly following Agent’s receipt of such L/C CC Release Request, Agent shall release such Requested L/C CC Release Amount of the cash held hereunder as security in any cash collateral account and shall assign, transfer and deliver to the Borrower (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been released pursuant to this AgreementL/C Cash Collateral.

Cash Collateral Pledge. Upon (a) Upon the request of the Administrative Agent, (i) if the Issuing Bank has honored any full or partial drawing request on any Letter if, other than in respect of Specified Letters of Credit and such drawing has resulted in a Letter of Credit Borrowing hereunder, or (iiwhich are subject to Section 3.07(b) ifbelow), as of the Maturity Date for Revolving Loansdate 15 Business Days prior to the Expiration Date, any Letters of Credit may for any reason remain outstanding and are partially or wholly undrawnundrawn and have expiry dates after the Expiration Date, the Borrower shall immediately Cash Collateralize the L/C Obligations in an amount equal to 105% of such L/C Obligations in the manner described in and to be applied as set forth in Section 9.03, whether or not Section 9.03 is otherwise applicable at such time. (b) On the date that is fifteen (15) days prior to the Expiration Date, the Borrower shall immediately deposit in an account maintained by the Administrative Agent (which shall be under the full dominion and control of the Administrative Agent), as directed by the Administrative Agent, cash in an amount equal to 105% of the L/C Obligations in respect of all Specified Letters of Credit, as collateral for the Obligations. Notwithstanding anything to the contrary contained herein or in any other Loan Document (including, without limitation, the Intercreditor Agreement), cash collateral deposited with the Administrative Agent pursuant to this Section 3.07(b), (i) shall not be Eligible Cash and Marketable Securities Collateral and (ii) shall, upon a drawing under any Specified Letter of Credit or upon the occurrence and during the continuance of a Default or an Event of Default or Default, be applied to (or, if applicable, shall continue to be held as cash collateral for) the L/C Obligations in respect of Specified Letters of Credit and, if after such application any such cash collateral shall remain, be applied in accordance with Section 9.05(b). The Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, Administrative Agent, and the Swap Banks, a security interest in such Cash Collateral to secure all Obligations of the Borrower under this Agreement, the other Loan Documents and the Swap Contracts. (c) Upon the occurrence of the circumstances described in Section 2.07(a)(ii) 2.05 requiring the Borrower to Cash Collateralize Letters of Credit, then then, the Borrower shall immediately Cash Collateralize the Letter of Credit L/C Obligations in an amount equal to the Letter of Credit Obligations (or in the case of clause (c) above, the excess amount required pursuant to Section 2.07(a)(ii)) 2.05 in the manner described in and such cash will be held as security for all Obligations of the Borrower to the Banks hereunder in a cash collateral account to be established by the Administrative Agentapplied as set forth in Section 9.03, and during the existence of an Event of Default, the Administrative Agent may, upon the request of the Majority Banks, apply whether or not Section 9.03 is otherwise applicable at such amounts so held to the payment of such outstanding Obligations; provided that on a date upon which no Default or Event of Default exists and no Letter of Credit Obligations remain outstanding, the Administrative Agent, at the request and expense of the Borrower, will duly release the cash held hereunder as security in any cash collateral account and shall assign, transfer and deliver to the Borrower (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been released pursuant to this Agreementtime.

Cash Collateral Pledge. Upon (a) the request of the Administrative Agent, (i) if the Issuing Bank has honored any full or partial drawing request on any Letter of Credit and such drawing has resulted in a Letter of Credit Borrowing hereunder, or (ii) if, as of the Maturity Date for Revolving LoansDate, any Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event of Default or (c) the occurrence of the circumstances described in Section 2.07(a)(ii) requiring the Borrower to Cash Collateralize Letters of Credit, then the Borrower shall immediately Cash Collateralize the Letter of Credit Obligations in an amount equal to the Letter of Credit Obligations (or in the case of clause (c) above, the excess amount required pursuant to Section 2.07(a)(ii)) and such cash will be held as security for all Obligations of the Borrower to the Banks hereunder in a cash collateral account to be established by the Administrative Agent, and during the existence of an Event of Default, the Administrative Agent may, upon the request of the Majority Banks, apply such amounts so held to the payment of such outstanding Obligations; provided that on a date upon which no Default or Event of Default exists and no Letter of Credit Obligations remain outstanding, the Administrative Agent, at the request and expense of the Borrower, will duly release the cash held hereunder as security in any cash collateral account and shall assign, transfer and deliver to the Borrower (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been released pursuant to this Agreement.

Cash Collateral Pledge. Upon (a) Upon the request of the Administrative Agent, each Letter of Credit Issuer, or any Lender having purchased a participation in any Letter of Credit pursuant to the terms of Section 4.01(b) of this Agreement, (i) if at any time there is insufficient Collateral in the Issuing Bank has honored any full or partial drawing request on any Letter Collateral Pool, after taking into account all other Extensions of Credit, to cover the available Face Amount of all Letters of Credit Issued and outstanding after the mandatory prepayment of all Loans then outstanding pursuant to Section 3.05 of this Agreement which shall occur in the event there is sufficient Collateral to do so on the Business Day the Borrower learns of such drawing has resulted in a Letter of Credit Borrowing hereunderCollateral shortfall, or (ii) no less than fifteen (15) Business Days prior to the Expiration Date, if, it is anticipated by the Administrative Agent or the Required Lenders on such date that as of the Maturity Date for Revolving LoansExpiration Date, any Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, or on the Expiration Date, it being understood that any such Letters of Credit outstanding after said Expiration Date shall also remain secured by all other Collateral pledged under any Security Agreements, (biii) in the occurrence case and continuation of a Default or an Event of Default hereunder, or (civ) if at any time the occurrence outstanding aggregate available Face Amount of the circumstances described in Section 2.07(a)(ii) requiring the Borrower to Cash Collateralize any Letters of CreditCredit shall exceed any sublimit applicable to such Letters of Credit pursuant to the terms of Section 2.03 of this Agreement, then in each case the Borrower shall immediately Cash Collateralize deposit into a deposit account of the Letter of Credit Obligations Borrower held at the Collateral Agent in which the Collateral Agent has been granted a first priority (subject to Permitted Liens) perfected security interest, cash collateral in an amount equal to reasonably requested by the Letter of Credit Obligations Administrative Agent sufficient to, (or A) in the case of the events described in clause (ci) above, cover the excess of the aggregate Face Amount of all Letters of Credit Issued over, the Collateral Pool, (B) in the case of the events described in clause (ii) above, cover one hundred and five percent (105%) of the sum of (I) the aggregate undrawn Face Amount of all Letters of Credit with an expiry date after the Expiration Date and all unpaid fees related thereto, and (II) the aggregate amount required pursuant of any drawings under outstanding Letters of Credit which have not yet been reimbursed by the Borrower to Section 2.07(a)(ii)the applicable Letter of Credit Issuer as of the Expiration Date, (C) in the case and during the continuation of the events described in clause (iii) above, cover one hundred and five percent (105%) of the sum of (I) the aggregate undrawn Face Amount of all Letters of Credit and all unpaid fees related thereto and (II) the aggregate amount of any drawings under outstanding Letters of Credit which have not yet been reimbursed by the Borrower to such cash Letter of Credit Issuer, and (D) in the case of the events described in clause (iv) above, cover one hundred and five percent (105%) of the excess of the available Face Amount of each such Letter of Credit over the lowest applicable sublimit that is exceeded. Cash Collateral will be held returned to the Borrower in each case when, either (x) in the reasonable opinion of the Administrative Agent circumstances giving rise to such Cash Collateral as security for all Obligations provided in this Section 4.06 of this Agreement no longer are continuing, or (y) the obligations of the Borrower to the Banks hereunder Administrative Agent and the Lenders covered thereby have been indefeasibly repaid or otherwise reduced by the Borrower by the amount of such repayment or reduction. Notwithstanding anything to the contrary, unless the Expiration Date has been extended on or before the date that such Expiration Date is to occur or the Borrower has previously provided Cash Collateral in accordance with the terms of this Section 4.06, the Borrower shall deposit into a deposit account of the Borrower held at the Collateral Agent in which the Collateral Agent has been granted a first priority (subject to Permitted Liens) perfected security interest, cash collateral account in an amount sufficient to be established cover one hundred and five percent (105%) of the sum of (I) the aggregate undrawn Face Amount of all Letters of Credit and all unpaid fees related thereto and (II) the aggregate amount of any drawings under outstanding Letters of Credit which have not yet been reimbursed by the Administrative Agent, and during the existence of an Event of Default, the Administrative Agent may, upon the request of the Majority Banks, apply such amounts so held Borrower to the payment of such outstanding Obligations; provided that on a date upon which no Default or Event of Default exists and no applicable Letter of Credit Obligations remain outstanding, the Administrative Agent, at the request and expense Issuer as of the Borrower, will duly release the cash held hereunder as security in any cash collateral account and shall assign, transfer and deliver to the Borrower (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been released pursuant to this AgreementExpiration Date.

Cash Collateral Pledge. Upon (a) Upon the request of the Administrative Agent, (i) if the Issuing Bank L/C Issuer has honored any full or partial drawing request on any Letter of Credit and such drawing has resulted in a Letter of Credit an L/C Borrowing hereunder, or (iib) if, as of the Revolving Loan Maturity Date for Revolving LoansDate, any Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event of Default or (c) the occurrence of the circumstances described in Section 2.07(a)(iiSections 2.08(a)(i) or (v) requiring the Borrower Holdings to Cash Collateralize Letters of Credit, then the Borrower Holdings shall immediately Cash Collateralize the Letter of Credit L/C Obligations in an amount equal to the Letter of Credit Obligations (such L/C Obligations, or in the case of clause (c) above, the excess such other applicable amount required under Sections 2.08(a)(i) and (v). Holdings shall, to the extent necessary, make such additional pledges from time to time as shall be necessary to ensure that all such L/C Obligations remain at all times fully Cash Collateralized. Cash collateral held under this Section 3.07 or Section 9.02 shall be maintained in the L/C Cash Collateral Account pursuant to the Security Agreement. If L/C Obligations are Cash Collateralized pursuant to Section 2.07(a)(ii)2.08(a)(v) and such cash will be held as security for at any time thereafter the Borrowing Base then in effect exceeds the Effective Amount of all Obligations of the Borrower to the Banks hereunder Revolving Loans, Swingline Loans and L/C Obligations, then Holdings may request in a cash collateral account to be established by the Administrative Agent, and during the existence of an Event of Default, writing that the Administrative Agent may, upon release funds from the request L/C Cash Collateral Account in an amount up to the Dollar amount of the Majority Banksapplicable excess, apply and promptly following its receipt of such amounts so held written request the Administrative Agent shall, subject to the payment other provisions of this Agreement and the other Loan Documents, so release such outstanding Obligations; funds in such Dollar amount, provided that on a date upon which no Default or Event of Default then exists and no Letter of Credit Obligations remain outstanding, the Administrative Agent, Agent has received a certification to such effect from a Responsible Officer of Holdings.” (xiii) Section 5.03 of the Credit Agreement (captioned “Conditions to All Credit Extensions”) shall be amended by (A) deleting the word “and” at the request end of Section 5.03(d), (B) replacing the period at the end of Section 5.03(e) with the text “; and” and expense of the Borrower, will duly release the cash held hereunder (C) adding a new Section 5.03(f) as security in any cash collateral account and shall assign, transfer and deliver to the Borrower (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been released pursuant to this Agreement.follows:

Cash Collateral Pledge. Upon Upon (a) the request of the ---------------------- Administrative Agent, (i) if the Issuing Bank has honored any full or partial drawing request on any Letter of Credit and such drawing has resulted in a Letter of Credit Borrowing hereunder, or (ii) if, as of the Maturity Date for Revolving LoansDate, any Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event of Default or (c) the occurrence of the circumstances described in Section 2.07(a)(ii) requiring the ------------------- Borrower to Cash Collateralize Letters of Credit, then the Borrower shall immediately Cash Collateralize the Letter of Credit Obligations in an amount equal to the Letter of Credit Obligations (or in the case of clause (c) above, the excess amount required pursuant to Section 2.07(a)(ii)) and such cash will ------------------- be held as security for all Obligations of the Borrower to the Banks hereunder in a cash collateral account to be established by the Administrative Agent, and during the existence of an Event of Default, the Administrative Agent may, upon the request of the Majority Banks, apply such amounts so held to the payment of such outstanding Obligations; provided that on a date upon which no Default or -------- Event of Default exists and no Letter of Credit Obligations remain outstanding, the Administrative Agent, at the request and expense of the Borrower, will duly release the cash held hereunder as security in any cash collateral account and shall assign, transfer and deliver to the Borrower (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been released pursuant to this Agreement.

Cash Collateral Pledge. Upon Upon (a) the request of the ---------------------- Administrative Agent, (i) if the Issuing Bank has honored any full or partial drawing request on any Letter of Credit and such drawing has resulted in a Letter of Credit Borrowing hereunder, or (ii) if, as of the Maturity Date for Revolving LoansDate, any Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event of Default or (c) the occurrence of the circumstances described in Section 2.07(a)(ii) requiring the ------------------- Borrower to Cash Collateralize Letters of Credit, then the Borrower shall immediately Cash Collateralize the Letter of Credit Obligations in an amount equal to the Letter of Credit Obligations (or in the case of clause (c) above, the excess amount required pursuant to Section 2.07(a)(ii)) and such cash will ------------------- be held as security for all Obligations of the Borrower to the Banks hereunder in a cash collateral account to be established by the Administrative Agent, and during the existence of an Event of Default, the Administrative Agent may, upon the request of the Majority Banks, apply such amounts so held to the payment of such outstanding Obligations; provided that on a date upon which no Default or Event of Default exists and no Letter of Credit Obligations remain outstanding, the Administrative Agent, at the request and expense of the Borrower, will duly release the cash held hereunder as security in any cash collateral account and shall assign, transfer and deliver to the Borrower (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been released pursuant to this Agreement.

Cash Collateral Pledge. Upon (a) the request of the Administrative Agent, (i) if the Issuing Bank Lender has honored any full or partial drawing request on any Letter of Credit and such drawing has resulted in a Letter of Credit Borrowing hereunder, or (ii) if, as of the Maturity Date for Revolving LoansDate, any Letters of Credit may shall for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event any of Default or (c) the occurrence of the circumstances described in Section 2.07(a)(ii2.7(a) requiring the Borrower to Cash Collateralize Letters of Credit, then the Borrower shall immediately Cash Collateralize the Letter of Credit Obligations in an amount equal to the such Letter of Credit Obligations (or in the case of clause (cii) above, the excess amount required pursuant to Section 2.07(a)(ii2.7(a)) ), and such cash will be held as security for all Obligations of the Borrower to the Banks Agents, the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent, and and, during the existence continuation of an any Event of Default, the Administrative Agent may, and upon the request of the Majority BanksLenders shall, apply such amounts so held to the payment of such outstanding Obligations; provided provided, however, that on a date upon which no Default or Event of Default exists and no Letter of Credit Obligations remain outstanding, and so long as no Defaults are then continuing the Administrative Agent, at the request and expense of the Borrower, will duly release the cash held hereunder as security in any cash collateral account Cash Collateral pursuant to this Section 3.7 and shall assign, transfer and deliver to the Borrower (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been applied or released pursuant to this Agreement.

Cash Collateral Pledge. Upon (a) the request of the Administrative Agent, (i) if the Issuing Bank Lender has honored any full or partial drawing request on any Letter of Credit Credit, and such drawing has resulted in a Letter of Credit Borrowing hereunder, or (ii) if, as of the Maturity Date for Revolving LoansDate, any Letters of Credit may shall for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event of Default or (c) the occurrence any of the circumstances described in Section 2.07(a)(iiSECTION 2.7(a) requiring the Borrower to Cash Collateralize Letters of Credit, then the Borrower shall immediately Cash Collateralize the Letter of Credit Obligations in an amount equal to the such Letter of Credit Obligations (or in the case of clause CLAUSE (cb) above, the excess amount required pursuant to Section 2.07(a)(iiSECTION 2.7(a)) ), and such cash will be held as security for all Obligations of the Borrower to the Banks Agents, the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent, and and, during the existence continuation of an any Event of Default, the Administrative Agent may, and upon the request of the Majority BanksRequired Lenders shall, apply such amounts so held to the payment of such outstanding Obligations; provided PROVIDED, HOWEVER, that on a date upon which no Default or Event of Default exists and no Letter of Credit Obligations remain outstanding, and so long as no Defaults are then continuing the Administrative Agent, at the request and expense of the Borrower, will duly release the cash held hereunder as security in any cash collateral account Cash Collateral pursuant to this SECTION 3.7 and shall assign, transfer and deliver to the Borrower (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been applied or released pursuant to this Agreement.

Cash Collateral Pledge. Upon (ai) the request of the Administrative Agent, (iA) if the Issuing Bank Lender has honored any full or partial drawing request on any Letter of Credit and such drawing has resulted in a Letter of Credit Borrowing an L/C Unreimbursed Draw hereunder, or (iiB) if, as of the Maturity Date for Revolving LoansExpiry Date, any Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event of Default or (cii) the occurrence of the circumstances described in Section 2.07(a)(iiSections 5.03(b) or 11.02 requiring the Borrower to Cash Collateralize cash collateralize Letters of Credit, then the Borrower shall immediately Cash Collateralize the Letter of Credit Obligations pay over cash in an amount equal to the Letter L/C Obligations to the Collateral Agent for the benefit of the Lenders, to be held by the Collateral Agent as cash collateral subject to the terms of this Section 3.07. Such amount, together with any amount received by the Collateral Agent in respect of outstanding Letters of Credit Obligations (or in the case of clause (c) above, the excess amount required pursuant to Section 2.07(a)(ii)) and such cash will 11.02, when received by the Collateral Agent, shall be held by the Collateral Agent as security part of the Collateral pursuant to the terms of the Security Agreement as cash collateral for all Obligations the reimbursement obligations of the Borrower to under this Agreement in respect of the Banks hereunder in a L/C Obligations and for the other Obligations. Such cash collateral account to be established by shall bear interest for the Administrative Agent, and during the existence of an Event of Default, the Administrative Agent may, upon the request of the Majority Banks, apply such amounts so held to the payment of such outstanding Obligations; provided that on a date upon which no Default or Event of Default exists and no Letter of Credit Obligations remain outstanding, the Administrative Agent, at the request and expense benefit of the Borrower, will duly release the cash PROVIDED that all such accrued interest shall be held hereunder as security in any additional cash collateral account hereunder and under the Security Agreement. All cash collateral shall assign, transfer and deliver be held by the Collateral Agent until the release thereof shall be permitted pursuant to the Borrower (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been released pursuant to this terms of the Security Agreement.

Cash Collateral Pledge. Upon (a) the request of the Administrative Agent, (i) if the Issuing Bank Lender has honored any full or partial drawing request on any Letter of Credit Credit, and such drawing has resulted in a Letter of Credit Borrowing hereunder, or (ii) if, as of the Maturity Date for Revolving LoansDate, any Letters of Credit may shall for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event of Default or (c) the occurrence any of the circumstances described in Section 2.07(a)(ii2.7(a) requiring the Borrower to Cash Collateralize Letters of Credit, then the Borrower shall immediately Cash Collateralize the Letter of Credit Obligations in an amount equal to the such Letter of Credit Obligations (or in the case of clause (cb) above, the excess amount required pursuant to Section 2.07(a)(ii2.7(a)) ), and such cash will be held as security for all Obligations of the Borrower to the Banks Agents, the Issuing Lender and the Revolving Lenders hereunder in a cash collateral account to be established by the Administrative Agent, and and, during the existence continuation of an any Event of Default, the Administrative Agent may, and upon the request of the Majority BanksRequired Lenders shall, apply such amounts so held to the payment of such outstanding Obligations; provided provided, however, that on a date upon which no Default or Event of Default exists and no Letter of Credit Obligations remain outstanding, and so long as no Defaults are then continuing the Administrative Agent, at the request and expense of the Borrower, will duly release the cash held hereunder as security in any cash collateral account Cash Collateral pursuant to this Section 3.7 and shall assign, transfer and deliver to the Borrower (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been applied or released pursuant to this Agreement.

Cash Collateral Pledge. Upon Upon (a) the request of the ---------------------- Administrative Agent, (i) if the Issuing Bank has honored any full or partial drawing request on any Letter of Credit and such drawing has resulted in a Letter of Credit Borrowing hereunder, or (ii) if, as of the Maturity Date for Revolving LoansDate, any Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event of Default or (c) the occurrence of the circumstances described in Section 2.07(a)(ii) requiring the Borrower ------------------- Borrowers to Cash Collateralize Letters of Credit, then the Borrower Borrowers shall immediately Cash Collateralize the Letter of Credit Obligations in an amount equal to the Letter of Credit Obligations (or in the case of clause (c) above, the excess amount required pursuant to Section 2.07(a)(ii)) and such cash will ------------------- be held as security for all Obligations of the Borrower Borrowers to the Banks hereunder in a cash collateral account to be established by the Administrative Agent, and during the existence of an Event of Default, the Administrative Agent may, upon the request of the Majority Banks, apply such amounts so held to the payment of such outstanding Obligations; provided that on a date upon which no Default or -------- Event of Default exists and no Letter of Credit Obligations remain outstanding, the Administrative Agent, at the request and expense of the BorrowerBorrowers, will duly release the cash held hereunder as security in any cash collateral account and shall assign, transfer and deliver to the Borrower Borrowers (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been released pursuant to this Agreement.

Cash Collateral Pledge. Upon (ai) the request of the Administrative Agent, (iA) if the Issuing Bank has honored any full or partial drawing request on any Letter of Credit and such drawing has resulted in a Letter of Credit an L/C Borrowing hereunder, or (iiB) if, as of the Maturity Termination Date for (or such earlier date as the Revolving LoansCommitments (as to Sublimit L/Cs) or Term Loan Commitments (as to FIP L/Cs) shall have terminated in accordance with the terms hereof), any Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event of Default or (cii) the occurrence of the circumstances described in Section 2.07(a)(ii) 2.11 requiring the Borrower Companies to Cash Collateralize Letters of Credit, then the Borrower Companies shall immediately Cash Collateralize the Letter of Credit L/C Obligations in an amount equal to such L/C Obligations or in the amount required under Section 2.11. If any Letter of Credit Obligations (expires without the application of such Cash Collateral in full, or if all L/C Borrowings with respect to any Letter of Credit have been paid in the case of clause (c) above, the excess amount required pursuant to Section 2.07(a)(ii)) and such cash will be held as security for all Obligations of the Borrower to the Banks hereunder in a cash collateral account to be established full by the Administrative AgentCompanies, and during the existence of an Event of Default, the Administrative Agent may, upon the request of the Majority Banks, apply such amounts so held to the payment of such outstanding Obligations; provided that on a date upon which then as long as there is no Default or Event of Default exists in existence and so long as no such application shall be made within 25 days of the expiration of a Letter of Credit Obligations remain outstandingCredit, the Administrative Agent, at Agent shall return to the request and expense of the Borrower, will duly release the cash held hereunder as security in Companies any cash collateral or deposit account and shall assign, transfer and deliver balances that were used by the Companies to the Borrower (without recourse and without any representation or warranty) Cash Collateralize such cash as is then being released and has not theretofore been released Letters of Credit pursuant to this AgreementSection 3.7 and were not applied to L/C Borrowings.

Cash Collateral Pledge. Upon Upon (ai) the request of the Administrative Agent, (iA) if the Issuing Bank Lender has honored any full or partial drawing request on any Letter of Credit and such drawing has resulted in a Letter of Credit Borrowing an L/C Unreimbursed Draw hereunder, or (iiB) if, as of the Maturity Date for Revolving LoansExpiry Date, any Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or Event of Default or (cii) the occurrence of the circumstances described in Section 2.07(a)(iiSections 5.03(b) or 11.02 requiring the Borrower to Cash Collateralize cash collateralize Letters of Credit, then the Borrower shall immediately Cash Collateralize the Letter of Credit Obligations pay over cash in an amount equal to the Letter L/C Obligations to the Collateral Agent for the benefit of the Lenders, to be held by the Collateral Agent as cash collateral subject to the terms of this Section 3.07. Such amount, together with any amount received by the Collateral Agent in respect of outstanding Letters of Credit Obligations (or in the case of clause (c) above, the excess amount required pursuant to Section 2.07(a)(ii)) and such cash will 11.02, when received by the Collateral Agent, shall be held by the Collateral Agent as security for all Obligations part of the Collateral pursuant to the terms of the Borrower to the Banks hereunder in a and Subsidiary Guarantor Security Agreement as cash collateral account to be established by for the Administrative Agent, and during the existence of an Event of Default, the Administrative Agent may, upon the request reimbursement obligations of the Majority Banks, apply such amounts so held to Borrower under this Agreement in respect of the payment of such outstanding L/C Obligations and for the other Obligations; provided that on a date upon which no Default or Event of Default exists and no Letter of Credit Obligations remain outstanding, . Such cash collateral shall bear interest for the Administrative Agent, at the request and expense benefit of the Borrower, will duly release the cash provided that all such accrued interest shall be held hereunder as security in any additional cash collateral account hereunder and under the Borrower and Subsidiary Guarantor Security Agreement. All cash collateral shall assign, transfer and deliver be held by the Collateral Agent until the release thereof shall be permitted pursuant to the terms of the Borrower (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been released pursuant to this Subsidiary Guarantor Security Agreement.