Common use of Cash Collateral Provisions Clause in Contracts

Cash Collateral Provisions. (i) At any time that there shall exist a Defaulting Lender, within one (1) Business Day after the request of the Administrative Agent or the Issuing Bank, to the extent permitted by the Senior Notes Documents, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv) and any Cash Collateral provided by the Defaulting Lender). In addition, as a condition to issuing any Letter of Credit, to the extent permitted by the Senior Notes Documents, the Issuing Bank may require that the U.S. Borrower deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (ii) All Cash Collateral delivered pursuant to this Section 2.16(c) shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. The U.S. Borrower (to the extent permitted by the Senior Notes Documents), and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Issuing Bank, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the U.S. Borrower (to the extent permitted by the Senior Notes Documents) or the relevant Defaulting Lender will, within one (1) Business Day after the request of the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.24 in respect of Letters of Credit, shall be held and applied to the satisfaction of the specific LC Exposure, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (A) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)), or (B) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default (and, following the application as provided in clause (iii) above, may be otherwise applied in accordance with Section 7.01), and (y) the Person providing Cash Collateral and the Issuing Bank may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral Provisions. (i) At any time that there shall exist a Defaulting Lender, within one (1) Business Day after the request of the Administrative Agent or the Issuing Bank, to the extent permitted by the Senior Notes DocumentsL/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure of the L/C Issuer (after giving effect to Section 2.24(a)(iv2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). In addition, as a condition to issuing any Letter of Credit, to the extent permitted by the Senior Notes Documents, the Issuing Bank L/C Issuer may require that the U.S. Borrower deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (ii) All Cash Collateral delivered pursuant to this Section 2.16(c) shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. The U.S. Borrower (to the extent permitted by the Senior Notes Documents)Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Issuing BankL/C Issuer, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoingCash Collateral, all as security for the Defaulting Lender’s obligations to which such Cash Collateral may be applied pursuant to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured therebyExposure, the U.S. Borrower (to the extent permitted by the Senior Notes Documents) or the relevant Defaulting Lender will, within one (1) Business Day after the request of the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.24 in respect of Letters of Credit, shall be held and applied to the satisfaction of the specific LC Exposure, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (A) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)), or (B) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default (and, following the application as provided in clause (iii) above, may be otherwise applied in accordance with Section 7.01), and (y) the Person providing Cash Collateral and the Issuing Bank may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral Provisions. (i) At any time that there shall exist a Defaulting Lender, within one (1) Business Day after the request of the Administrative Agent or the Issuing Bank, to the extent permitted by the Senior Notes DocumentsL/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). In addition, as a condition to issuing any Letter of Credit, to the extent permitted by the Senior Notes Documents, the Issuing Bank L/C Issuer may require that the U.S. Borrower deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (ii) All Cash Collateral delivered pursuant to this Section 2.16(c) shall be maintained in blocked, non-interest bearing blocked deposit accounts with the Administrative Agent. The U.S. Borrower (to the extent permitted by the Senior Notes Documents)Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Issuing BankL/C Issuer, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the U.S. Borrower (to the extent permitted by the Senior Notes Documents) or the relevant Defaulting Lender will, within one (1) Business Day after the request of the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.24 2.16 in respect of Letters of Credit, shall be held and applied to the satisfaction of the specific LC ExposureL/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (A) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)), or (B) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default (and, following the application as provided in clause (iii) above, may be otherwise applied in accordance with Section 7.016.02), and (y) the Person providing Cash Collateral and the Issuing Bank L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral Provisions. (i) At any time that there shall exist a Defaulting Lender, within one (1) Business Day after the request of the Administrative Agent or the Issuing Bank, to the extent permitted by the Senior Notes DocumentsL/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure of the L/C Issuer (after giving effect to Section 2.24(a)(iv2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). In addition, as a condition to issuing any Letter of Credit, to the extent permitted by the Senior Notes Documents, the Issuing Bank L/C Issuer may require that the U.S. Borrower deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (ii) All Cash Collateral delivered pursuant to this Section 2.16(c) shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. The U.S. Borrower (to the extent permitted by the Senior Notes Documents)Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Issuing BankL/C Issuer, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoingCash Collateral, all as security for the Defaulting Lender’s obligations to which such Cash Collateral may be applied pursuant to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured therebyExposure, the U.S. Borrower (to the extent permitted by the Senior Notes Documents) or the relevant Defaulting Lender will, within one (1) Business Day after the request of the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.24 2.16 in respect of Letters of Credit, shall be held and applied to the satisfaction of the specific LC Exposure, Defaulting Lender’s obligations to fund participations therein in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (A) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)), or (B) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default (and, following the application as provided in clause (iii) above, may be otherwise applied in accordance with Section 7.016.02), and (y) the Person providing Cash Collateral and the Issuing Bank L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral Provisions. (i) At any time that there shall exist a Defaulting Lender, within one (1) Business Day after following the written request of the Administrative Agent or the Issuing Bank, to the extent permitted by the Senior Notes Documents, the Borrower shall deliver L/C Issuer (with a copy to the Administrative Agent Agent) the Borrowers shall Cash Collateral in an amount sufficient to cover all Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.24(a)(iv2.16(a)(iv) and any Cash Collateral provided by the such Defaulting Lender). In addition, as a condition to issuing any Letter of Credit, to the extent permitted by the Senior Notes Documents, the Issuing Bank may require that the U.S. Borrower deliver to the Administrative Agent Cash Collateral ) in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv) and any Cash not less than the Minimum Collateral provided by the Defaulting Lender)Amount. (ii) All Cash Collateral delivered pursuant to this Section 2.16(c) shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. The U.S. Borrower (to the extent permitted by the Senior Notes Documents)Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants grant to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Issuing BankL/C Issuer, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all Cash Collateral as security for the obligations Defaulting Lender’s obligation to which such Cash Collateral may fund participations in respect of L/C Obligations, to be applied pursuant to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of -94- 4159-4780-3173 ​ ​ ​ any Person other than the Administrative Agent and the L/C Issuer as herein providedprovided (other than Permitted Liens), or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured therebyMinimum Collateral Amount, the U.S. Borrower (to the extent permitted by the Senior Notes Documents) or the relevant Defaulting Lender Borrowers will, within one (1) Business Day after the request of promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.24 2.16 in respect of Letters of Credit, Credit shall be held and applied to the satisfaction of the specific LC Exposure, obligations Defaulting Lender’s obligation to fund participations therein in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce the L/C Issuer’s Fronting Exposure or other obligations shall no longer be released promptly required to be held as Cash Collateral pursuant to this Section 2.16(c) following (Ai) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)Defaulting Lender), or (Bii) the determination by the Administrative Agent’s good faith determination Agent and the L/C Issuer that there exists excess Cash Collateral; providedprovided that, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default (and, following the application as provided in clause (iii) above, may be otherwise applied in accordance with subject to this Section 7.01), and (y) 2.16 the Person providing Cash Collateral and the Issuing Bank L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral Provisions. (i) At any time that there shall exist a Defaulting Lender, within one (1) Business Day after the written request of the Administrative Agent or the Issuing BankBank (with a copy to the Administrative Agent), to the extent permitted by the Senior Notes Documents, the Borrower Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv) and any Cash Collateral provided by the Defaulting Lender). In addition, as a condition to issuing any Letter of Credit, to the extent permitted by the Senior Notes Documents, the Issuing Bank may require that the U.S. Borrower deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (ii) All Cash Collateral delivered pursuant to this Section 2.16(c) shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. The U.S. Borrower (to the extent permitted by the Senior Notes Documents), and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Issuing Bank, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Bank as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the U.S. Borrower (to the extent permitted by the Senior Notes Documents) or the relevant Defaulting Lender will, within one (1) Business Day after the request of the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.24 in respect of Letters of Credit, shall be held and applied to the satisfaction of the specific LC Exposure, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall no longer be required to be held as Cash Collateral pursuant to this Section 2.24, and shall promptly be released promptly to the applicable Borrower, following (A) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)), or (B) the Administrative Agent’s good faith determination and each Issuing Bank’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default (and, following the application as provided in clause (iii) above, may be otherwise applied in accordance with Section 7.01), and (y) the Person providing Cash Collateral and the Issuing Bank may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral Provisions. (i) At any time that there shall exist a Defaulting Lender, within one (1) Business Day after following the written request of the Administrative Agent or the Issuing Bank, to the extent permitted by the Senior Notes Documents, the Borrower shall deliver L/C Issuer (with a copy to the Administrative Agent Agent) the Borrowers shall Cash Collateral in an amount sufficient to cover all Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.24(a)(iv2.16(a)(iv) and any Cash Collateral provided by the such Defaulting Lender). In addition, as a condition to issuing any Letter of Credit, to the extent permitted by the Senior Notes Documents, the Issuing Bank may require that the U.S. Borrower deliver to the Administrative Agent Cash Collateral ) in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv) and any Cash not less than the Minimum Collateral provided by the Defaulting Lender)Amount. (ii) All Cash Collateral delivered pursuant to this Section 2.16(c) shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. The U.S. Borrower (to the extent permitted by the Senior Notes Documents)Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants grant to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Issuing BankL/C Issuer, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all Cash Collateral as security for the obligations Defaulting Lender’s obligation to which such Cash Collateral may fund participations in respect of L/C Obligations, to be applied pursuant to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the L/C Issuer as herein providedprovided (other than Permitted Liens), or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured therebyMinimum Collateral Amount, the U.S. Borrower (to the extent permitted by the Senior Notes Documents) or the relevant Defaulting Lender Borrowers will, within one (1) Business Day after the request of promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.24 2.16 in respect of Letters of Credit, Credit shall be held and applied to the satisfaction of the specific LC Exposure, obligations Defaulting Lender’s obligation to fund participations therein in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce the L/C Issuer’s Fronting Exposure or other obligations shall no longer be released promptly required to be held as Cash Collateral pursuant to this Section 2.16(c) following (Ai) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)Defaulting Lender), or (Bii) the determination by the Administrative Agent’s good faith determination Agent and the L/C Issuer that there exists excess Cash Collateral; providedprovided that, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default (and, following the application as provided in clause (iii) above, may be otherwise applied in accordance with subject to this Section 7.01), and (y) 2.16 the Person providing Cash Collateral and the Issuing Bank L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral Provisions. (i) At any time that there shall exist a Defaulting Lender, within one (1) Business Day after the request of the Administrative Agent or the Issuing Bank, to the extent permitted by the Senior Notes DocumentsL/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). In addition, as a condition to issuing any Letter of Credit, to the extent permitted by the Senior Notes Documents, the Issuing Bank L/C Issuer may require that the U.S. Borrower deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (ii) All Cash Collateral delivered pursuant to this Section 2.16(c) shall be maintained in blocked, non-interest bearing blocked deposit accounts with the Administrative Agent. The U.S. Borrower (to the extent permitted by the Senior Notes Documents)Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Issuing BankL/C Issuer, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the U.S. Borrower (to the extent permitted by the Senior Notes Documents) or the relevant Defaulting Lender will, within one (1) Business Day after the request of the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.24 2.16 in respect of Letters of Credit, shall be held and applied to the satisfaction of the specific LC ExposureL/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (A) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)), or (B) the Administrative Agent’s 's good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a an Event of Default under Section 6.01(a) (and, following the application as provided in clause (iii) above, may be otherwise applied in accordance with Section 7.016.02), and (y) the Person providing Cash Collateral and the Issuing Bank L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral Provisions. (i) At any time that there shall exist a Defaulting Lender, within one (1) Business Day after the request of the Administrative Agent or the Issuing Bank, to the extent permitted by the Senior Notes DocumentsL/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv) and any Cash Collateral provided by the Defaulting Lender). In addition, as a condition to issuing any Letter of Credit, to the extent permitted by the Senior Notes Documents, the Issuing Bank may require that the U.S. Borrower deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv) and any Cash Collateral provided by the Defaulting Lender).shall (ii) All Cash Collateral delivered pursuant to this Section 2.16(c) shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. The U.S. Borrower (to the extent permitted by the Senior Notes Documents)Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Issuing BankL/C Issuer, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoingCash Collateral, all as security for the Defaulting Lender’s obligations to which such Cash Collateral may be applied pursuant to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured therebyExposure, the U.S. Borrower (to the extent permitted by the Senior Notes Documents) or the relevant Defaulting Lender will, within one (1) Business Day after the request of the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.24 2.16 in respect of Letters of Credit, shall be held and applied to the satisfaction of the specific LC Exposure, Defaulting Lender’s obligations to fund participations therein in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (A) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)), or (B) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default (and, following the application as provided in clause (iii) above, may be otherwise applied in accordance with Section 7.016.02), and (y) the Person providing Cash Collateral and the Issuing Bank L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral Provisions. (i) At any time that there shall exist a Defaulting Lender, within one (1) Business Day after the written request of the Administrative Agent or the Issuing BankBank (with a copy to the Administrative Agent), to the extent permitted by the Senior Notes Documents, the Borrower Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv) and any Cash Collateral provided by the Defaulting Lender). In addition, as a condition to issuing any Letter of Credit, to the extent permitted by the Senior Notes Documents, the Issuing Bank may require that the U.S. Borrower deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (ii) All Cash Collateral delivered pursuant to this Section 2.16(c) shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. The U.S. Borrower (to the extent permitted by the Senior Notes Documents), and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Issuing Bank, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Bank as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the U.S. Borrower (to the extent permitted by the Senior Notes Documents) or the relevant Defaulting Lender will, within one (1) Business Day after the request of the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).. -71- (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.24 in respect of Letters of Credit, shall be held and applied to the satisfaction of the specific LC Exposure, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall no longer be required to be held as Cash Collateral pursuant to this Section 2.24, and shall promptly be released promptly to the applicable Borrower, following (A) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)), or (B) the Administrative Agent’s good faith determination and each Issuing Bank’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party Borrower shall not be released during the continuance of a Default (and, following the application as provided in clause (iii) above, may be otherwise applied in accordance with Section 7.01), and (y) the Person providing Cash Collateral and the Issuing Bank may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral Provisions. (i) At any time that there shall exist a Defaulting Lender, within one (1) Business Day after following the written request of the Administrative Agent or the Issuing Bank, to the extent permitted by the Senior Notes Documents, the Borrower shall deliver L/C Issuer (with a copy to the Administrative Agent Agent) the Borrowers shall Cash Collateral in an amount sufficient to cover all Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.24(a)(iv2.16(a)(iv) and any Cash Collateral provided by the such Defaulting Lender). In addition, as a condition to issuing any Letter of Credit, to the extent permitted by the Senior Notes Documents, the Issuing Bank may require that the U.S. Borrower deliver to the Administrative Agent Cash Collateral ) in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv) and any Cash not less than the Minimum Collateral provided by the Defaulting Lender).Amount. ​ (ii) All Cash Collateral delivered pursuant to this Section 2.16(c) shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. The U.S. Borrower (to the extent permitted by the Senior Notes Documents)Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants grant to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Issuing BankL/C Issuer, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all Cash Collateral as security for the obligations Defaulting Lender’s obligation to which such Cash Collateral may fund participations in respect of L/C Obligations, to be applied pursuant to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the L/C Issuer as herein providedprovided (other than Permitted Liens), or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured therebyMinimum Collateral Amount, the U.S. Borrower (to the extent permitted by the Senior Notes Documents) or the relevant Defaulting Lender Borrowers will, within one (1) Business Day after the request of promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).. ​ (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.24 2.16 in respect of Letters of Credit, ​ -91- 4147-6459-6034 ​ Credit shall be held and applied to the satisfaction of the specific LC Exposure, obligations Defaulting Lender’s obligation to fund participations therein in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.. ​ (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce the L/C Issuer’s Fronting Exposure or other obligations shall no longer be released promptly required to be held as Cash Collateral pursuant to this Section 2.16(c) following (Ai) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)Defaulting Lender), or (Bii) the determination by the Administrative Agent’s good faith determination Agent and the L/C Issuer that there exists excess Cash Collateral; providedprovided that, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default (and, following the application as provided in clause (iii) above, may be otherwise applied in accordance with subject to this Section 7.01), and (y) 2.16 the Person providing Cash Collateral and the Issuing Bank L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral Provisions. (i) At any time that there shall exist a Defaulting Lender, within one (1) Business Day after the request of the Administrative Agent or the Issuing Bank, to the extent permitted by the Senior Notes DocumentsL/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure of the L/C Issuer (after giving effect to Section 2.24(a)(iv2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). In addition, as a condition to issuing any Letter of Credit, to the extent permitted by the Senior Notes Documents, the Issuing Bank L/C Issuer may require that the U.S. Borrower deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (ii) All Cash Collateral delivered pursuant to this Section 2.16(c) shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. The U.S. Borrower (to the extent permitted by the Senior Notes Documents)Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Issuing BankL/C Issuer, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoingCash Collateral, all as security for the Defaulting Lender’s obligations to which such Cash Collateral may be applied pursuant to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured therebyExposure, the U.S. Borrower (to the extent permitted by the Senior Notes Documents) or the relevant Defaulting Lender will, within one (1) Business Day after the request of the Administrative Agent, pay or provide to the Administrative Agent additional -84- Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.24 in respect of Letters of Credit, shall be held and applied to the satisfaction of the specific LC Exposure, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (iv) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (A) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)), or (B) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default (and, following the application as provided in clause (iii) above, may be otherwise applied in accordance with Section 7.01), and (y) the Person providing Cash Collateral and the Issuing Bank may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.