Common use of Cash Collateral Clause in Contracts

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent.

Cash Collateral. (a) Upon the request of the Majority Revolving Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the then Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Revolving Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 12.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Revolving Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuer and the Revolving Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Letter of Credit Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuer and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCCUniform Commercial Code) of the Administrative Agent.

Cash Collateral. If (ai) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur occurs and be is continuing and the Loans shall have been accelerated in accordance with Section 11, Required Lenders require the Majority Lenders may require that the Parent Borrower to Cash Collateralize its L/C Obligations be Cash Collateralized; provided thatpursuant to Section 8.02(c), upon the occurrence of (ii) an Event of Default referred to in set forth under Section 11.5 with respect 8.01(f) occurs and is continuing or (iii) for any reason, any Letter of Credit is outstanding at the time of termination of the Revolving Credit Commitments and a backstop letter of credit that is satisfactory to the Borrowerrelevant L/C Issuer in its sole discretion is not in place, then the Parent Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit then outstanding all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default), and no shall do so not later than 2:00 p.m. on (x) in the case of the immediately preceding clause (i) or (iii), (1) the Business Day that the Parent Borrower receives notice thereof, if such notice is received on such day prior to 12:00 noon or request by or consent from (2) if clause (1) above does not apply, the Majority Lenders shall be required. Business Day immediately following the day that the Parent Borrower receives such notice and (cy) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks relevant L/C Issuer and the Appropriate Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be (“Cash Collateralized (the “Required Cash Collateral AmountCollateral”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Appropriate Lenders). Derivatives of such term have corresponding meanings. The Parent Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuers and the Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit blocked accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of at the Administrative AgentAgent and may be invested in Cash Equivalents selected by the Administrative Agent in its sole discretion. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Parent Borrower. In the case of clause (i) or (ii) above, if such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral shall be refunded to the Parent Borrower.

Cash Collateral. (aA) Upon the request of the Majority Lenders ifIf, as of the L/C Stated Maturity Date, there are any Letters of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, or (B) the occurrence of any other circumstances under this Credit Agreement or the other Loan Documents requiring the Borrowers to Cash Collateralize Letters of Credit, the Borrower Borrowers shall immediately promptly Cash Collateralize in an amount equal to Minimum Collateral Amount or, in the case of sub-clause (B) above, such amount expressly required by the terms of this Credit Agreement or other Loan Document, to the Administrative Agent for the benefit of the Secured Parties, to be held by Administrative Agent as Cash Collateral subject to the terms of this clause (h) and any security agreement, control agreement and other documentation requested by the Administrative Agent to be executed in connection with opening a Cash Collateral Account for the purpose of holding such Cash Collateral. All Cash Collateral to be provided by the Borrowers pursuant to this Section 2.14(h) shall be in currencies of the related Letters of Credit. All such Cash Collateral shall (unless otherwise agreed by the Administrative Agent) be funded by the proceeds of Investor Capital Calls, and not from any other source. Cash Collateral held in the Cash Collateral Account shall be applied by Administrative Agent to the reimbursement of Letter of Credit Issuer for any payment made by it of drafts drawn under the outstanding Letters of Credit, and the unused portion thereof after all such Letters of Credit Outstanding. (b) If any Event shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations. After all such Letters of Default Credit shall occur and be continuing and the Loans have expired or been fully drawn upon, all Letter of Credit Liability shall have been accelerated satisfied and all other Obligations shall have been paid in accordance with Section 11full, the Majority Lenders may require that balance, if any, of Cash Collateral held in the L/C Obligations Cash Collateral Account pursuant to this clause (h) shall be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect returned to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver Borrowers. The Borrowers hereby grant to the Administrative Agent, for the benefit of the Issuing Banks Secured Parties, and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal agree to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participantsmaintain, a first priority security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name Cash Collateral Account as security in respect of the Borrower, but under the “control” (as defined in Section 9-104 Letter of the UCC) of the Administrative AgentCredit Liability.

Cash Collateral. (aA) Upon the request of the Majority Lenders ifIf, as of the L/C Maturity Date, there are any Letters of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, or (B) the occurrence of any other circumstances under this Credit Agreement or the other Loan Documents requiring the Borrowers to Cash Collateralize Letters of Credit, the Borrower Borrowers shall immediately promptly Cash Collateralize in an amount equal to the Minimum Collateral Amount or, in the case of sub-clause (B) above, such amount expressly required by the terms of this Credit Agreement or other Loan Document, to the Administrative Agent for the benefit of the Secured Parties, to be held by Administrative Agent as Cash Collateral subject to the terms of this clause (i) and any security agreement, control agreement and other documentation requested by the Administrative Agent to be executed in connection with opening a Cash Collateral Account for the purpose of holding such Cash Collateral. All Cash Collateral to be provided by the Borrowers pursuant to this Section 2.8(i) shall be in currencies of the related Letters of Credit. All such Cash Collateral shall (unless otherwise agreed by the Administrative Agent) be funded by the proceeds of Investor Capital Calls, and not from any other source. Cash Collateral held in the Cash Collateral Account shall be applied by Administrative Agent to the reimbursement of Letter of Credit Issuer for any payment made by it of drafts drawn under the outstanding Letters of Credit, and the unused portion thereof after all such Letters of Credit Outstanding. (b) If any Event shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations that are then due and payable. After all such Letters of Default Credit shall occur and be continuing and the Loans have expired or been fully drawn upon, all Letter of Credit Liability shall have been accelerated satisfied and all other Obligations shall have been paid in accordance with Section 11full, the Majority Lenders may require that balance, if any, of Cash Collateral held in the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred Collateral Account pursuant to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to clause (i) pledge and deposit with or deliver shall be returned to the Borrowers. The Borrowers hereby grant to the Administrative Agent, for the benefit of the Issuing Banks Secured Parties, and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal agree to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participantsmaintain, a first priority security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name Cash Collateral Account as security in respect of the Borrower, but under the “control” (as defined in Section 9-104 Letter of the UCC) of the Administrative AgentCredit Liability.

Cash Collateral. (a) Upon the request of the Majority Lenders ifIf, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the then Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term term, including “Cash Collateral”, have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 98-104 of the UCC) of the Administrative Agent.

Cash Collateral. Notwithstanding the foregoing provisions of this Section 2.06, if at any time the mandatory prepayment of Loans pursuant to Section 2.06(d), 2.06(e) or 2.06(f) would result, after giving effect to the procedures set forth above, in any Borrower incurring breakage costs under Section 3.05 as a result of Loans being prepaid other than on the last day of an Interest Period applicable thereto (athe “Affected Eurodollar Loans”), then Company may in its sole discretion initially deposit a portion (up to 100%) Upon the request of the Majority Lenders if, as amounts that otherwise would have been paid in respect of the L/C Maturity Date, there are any Letters of Credit Outstanding, Affected Eurodollar Loans with the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. Administrative Agent (b) If any Event of Default shall occur and which deposit must be continuing and the Loans shall have been accelerated equal in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect amount to the Borrower, amount of Affected Eurodollar Loans not immediately prepaid) to be held as security for the Borrower obligations of the Company hereunder pursuant to a cash collateral agreement (which shall immediately permit investments in Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver Equivalents satisfactory to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required ) to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation entered into in form and substance reasonably satisfactory to the Administrative Agent and (which agreement shall provide for the payment of interest to the Company in respect of such deposit), with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Issuing Bank Loans (which documents are hereby consented to or such earlier date or dates as shall be requested by the LendersCompany). Derivatives , to repay an aggregate principal amount of such term have corresponding meanings. The Borrower hereby grants Loans equal to the Administrative AgentAffected Eurodollar Loans not initially repaid pursuant to this sentence. Notwithstanding anything to the contrary contained in the immediately preceding sentence, all amounts deposited as cash collateral pursuant to the immediately preceding sentence shall be held for the benefit of the Issuing Banks Lenders whose Loans would otherwise have been immediately repaid with the amounts deposited and upon the L/C Participantstaking of any action by the Administrative Agent or the Lenders pursuant to the remedial provisions of Section 8.02, a security interest in all such cashany amounts held as cash collateral pursuant to this Section 2.06(h) shall, deposit accounts and all balances therein and all proceeds subject to the requirements of applicable law, be immediately applied to the foregoingrelevant Loans. Such cash Collateral shall be maintained in blockedUntil actually applied to the repayment of Loans, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agentshall continue to accrue thereon.

Cash Collateral. (a) Upon the request of the Majority Lenders Agent, (i) if an Event of Default has occurred and is continuing and Agent has so requested pursuant to Section 8.02(c), or (ii) if, as of the Scheduled Termination Date or such earlier termination of this Agreement and the Commitments, any L/C Maturity DateObligation for any reason remains outstanding, or (iii) there are any Letters of Credit Outstandingshall exist a Defaulting Lender, the then Borrower shall shall, in each case, immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the all L/C Obligations be Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) Collateral hereunder. For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders); provided, that the amount required to Cash Collateralize the Outstanding Amount of all L/C Obligations when there exists a Defaulting Lender shall be determined, based on such Defaulting Lender’s participation in the LC Obligations, after giving effect to Section 2.13(a)(iv) and any Cash Collateral provided by such Defaulting Lender. Derivatives of such term used herein have corresponding meanings. The Borrower Borrower, and to the extent provided by a Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer and Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingtherein. Such cash Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts established by and in the name at Bank of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentAmerica.

Cash Collateral. (a) Upon the request of the Majority Required Lenders or the Administrative Agent if, as of the Revolving L/C Maturity Date, there are any Revolving Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the then Revolving Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Revolving Credit Lenders with Revolving Letter of Credit Exposure representing greater than 50% of the total Revolving Letter of Credit Exposure or the Administrative Agent may require that the Revolving L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this AgreementSection 3.8, Section 5.2(b) and Section 11, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks Revolving Letter of Credit Issuer and the Revolving Credit Lenders, as collateral for the Revolving L/C Obligations, cash or deposit account balances in an amount equal to 100% of the amount of the Revolving Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Revolving Letter of Credit Issuer (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such term terms have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks Revolving Letter of Credit Issuer and the Revolving L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingdocumentation in form and substance reasonably satisfactory to the Administrative Agent and the Revolving Letters of Credit Issuer (which documents are hereby consented to by the Revolving Credit Lenders). Such cash Collateral collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent.

Cash Collateral. In the event that (ai) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any an Event of Default shall occur and be continuing and or (ii) any Letter of Credit has an expiry date on or after the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect tenth Business Day prior to the BorrowerMaturity Date (or any LC Disbursements remain unreimbursed on or after such date), the Borrower shall deposit with the Administrative Agent in immediately Cash Collateralize available funds on the Letters of Credit then outstanding and no Business Day on which it receives notice or request by or consent from the Majority Administrative Agent or Required Lenders demanding the deposit of cash collateral in the case of clause (i), or no later than the tenth Business Day prior to the Maturity Date in the case of clause (ii), an amount equal to the Required Deposit Amount, which amount shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to held by the Administrative Agent, Agent for the benefit of the Issuing Banks and the Lenders, Lenders as cash collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation a cash collateral agreement in form and substance reasonably satisfactory to the Administrative Agent and the relevant applicable Issuing Bank Banks to secure the Borrower’s reimbursement obligations with respect to LC Disbursements; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in paragraph (which documents are hereby consented to i) or (j) of Article 8. Such deposit shall be held by the Lenders). Derivatives Administrative Agent as collateral for the payment and performance of such term have corresponding meaningsthe obligations of the Borrower under this Agreement. The Borrower hereby grants to Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative AgentAgent be under any obligation whatsoever to invest the same, for provided that, at the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name request of the Borrower, but under such deposit shall be invested by the “control” (as defined Administrative Agent in Section 9-104 direct short term obligations of, or short term obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case maturing no later than the expiry date of the UCCLetter of Credit giving rise to the relevant LC Exposure. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Required Lenders), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide cash collateral hereunder as a result of clause (ii) of the Administrative Agentfirst sentence of this paragraph, the amount thereof (to the extent not applied as aforesaid) shall be returned to the Borrower when the LC Exposure is zero and all applicable Letters of Credit shall have been returned to the applicable Issuing Banks and shall have been cancelled.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (bi) If any Event of Default shall occur occurs and be is continuing and the Loans shall have been accelerated in accordance with Section 11Administrative Agent or the Required Lenders, as applicable, require the Majority Lenders may require that Borrower to Cash Collateralize the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of pursuant to Section 8.02(c) or (ii) an Event of Default referred to in set forth under Section 11.5 with respect to the Borrower8.01(f) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit then outstanding all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default), and no shall do so not later than 2:00 p.m. on (x) in the case of the immediately preceding clause (i), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, or request by or consent from (2) if clause (1) above does not apply, the Majority Lenders shall be required. Business Day immediately following the day that the Borrower receives such notice and (cy) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be (“Cash Collateralized (the “Required Cash Collateral AmountCollateral”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit blocked accounts established by at the Administrative Agent and may be invested in readily available Cash Equivalents. If at any time the name Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the BorrowerSecured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, but under the “control” (as defined in Section 9-104 of the UCC) of Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be refunded to the Borrower.

Cash Collateral. Notwithstanding the foregoing provisions of this Section 2.06, if at any time the mandatory prepayment of Loans pursuant to Section 2.06(d) or 2.06(e) would result, after giving effect to the procedures set forth above, in any Borrower incurring breakage costs under Section 3.05 as a result of Loans being prepaid other than on the last day of an Interest Period applicable thereto (athe “Affected Eurodollar Loans”), then Company may in its sole discretion initially deposit a portion (up to 100%) Upon the request of the Majority Lenders if, as amounts that otherwise would have been paid in respect of the L/C Maturity Date, there are any Letters of Credit Outstanding, Affected Eurodollar Loans with the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. Administrative Agent (b) If any Event of Default shall occur and which deposit must be continuing and the Loans shall have been accelerated equal in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect amount to the Borrower, amount of Affected Eurodollar Loans not immediately prepaid) to be held as security for the Borrower obligations of the Company hereunder pursuant to a cash collateral agreement (which shall immediately permit investments in Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver Equivalents satisfactory to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required ) to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation entered into in form and substance reasonably satisfactory to the Administrative Agent and (which agreement shall provide for the payment of interest to the Company in respect of such deposit), with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Issuing Bank Loans (which documents are hereby consented to or such earlier date or dates as shall be requested by the LendersCompany). Derivatives , to repay an aggregate principal amount of such term have corresponding meanings. The Borrower hereby grants Loans equal to the Administrative AgentAffected Eurodollar Loans not initially repaid pursuant to this sentence. Notwithstanding anything to the contrary contained in the immediately preceding sentence, all amounts deposited as cash collateral pursuant to the immediately preceding sentence shall be held for the benefit of the Issuing Banks Lenders whose Loans would otherwise have been immediately repaid with the amounts deposited and upon the L/C Participantstaking of any action by the Administrative Agent or the Lenders pursuant to the remedial provisions of Section 8.02, a security interest in all such cashany amounts held as cash collateral pursuant to this Section 2.06(i) shall, deposit accounts and all balances therein and all proceeds subject to the requirements of applicable law, be immediately applied to the foregoingrelevant Loans. Such cash Collateral shall be maintained in blockedUntil actually applied to the repayment of Loans, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agentshall continue to accrue thereon.

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit or made any payment under any Bankers’ Acceptance and such drawing has resulted in an L/C – BA Borrowing, or (ii) if, as of the Letter of Credit - BA Expiration Date, any Letter of Credit for any reason remains outstanding and partially or wholly undrawn, any Bankers’ Acceptance for any reason remains outstanding, or any L/C Maturity Date– BA Obligation for any reason remains outstanding, there are any Letters of Credit Outstanding, then in each such case the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the all L/C - BA Obligations be Cash Collateralized; provided that, upon (in an amount equal to such Outstanding Amount determined as of the occurrence date of an Event of Default referred to in Section 11.5 with respect to such L/C - BA Borrowing or the Borrower, the Borrower shall immediately Cash Collateralize the Letters Letter of Credit then outstanding - BA Expiration Date, as the case may be). Sections 2.06 and no notice or request by or consent from the Majority Lenders shall be required. (c9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks L/C Issuer and the Revolving Lenders, as collateral for the L/C - BA Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Revolving Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer and the Revolving Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent.the

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (bi) If any Event of Default shall occur occurs and be is continuing and the Loans shall have been accelerated in accordance with Section 11Administrative Agent or the Required Lenders, as applicable, require the Majority Lenders may require that Borrower to Cash Collateralize the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of pursuant to Section 8.02(c) or (ii) an Event of Default referred to in set forth under Section 11.5 with respect to the Borrower8.01(f) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit then outstanding all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default), and no shall do so not later than 2:00 p.m. on (x) in the case of the immediately preceding clause (i), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, or request by or consent from (2) if clause (1) above does not apply, the Majority Lenders shall be required. Business Day immediately following the day that the Borrower receives such notice and (cy) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be (“Cash Collateralized (the “Required Cash Collateral AmountCollateral”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit blocked accounts established by at DBNY and may be invested in readily available Cash Equivalents. If at any time the name Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the BorrowerSecured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, but under the “control” (as defined in Section 9-104 of the UCC) of Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at DBNY as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be refunded to the Borrower.

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Maturity Letter of Credit Expiration Date, there are any Letters Letter of Credit Outstandingfor any reason remains outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the all L/C Obligations be Cash Collateralized(in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be); provided thatprovided, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrowerhowever, that the Borrower shall immediately not be obligated to Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean any L/C Borrowing pursuant to clause (i) preceding which was unable to be refinanced as a Borrowing of Revolving Loans, at a time when all conditions precedent set forth in Section 5.02 were satisfied, on the date of such drawing solely because such drawing occurred after 11:00 a.m., so long as such L/C Borrowing is fully reimbursed or refinanced as a Borrowing of Revolving Loans on the next succeeding Business Day). For purposes hereof, "Cash Collateralize" means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such Unless otherwise permitted by the Administrative Agent, cash Collateral collateral shall be maintained in blocked, interest bearing blocked deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agentat Xxxxx Fargo.

Cash Collateral. If (ai) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, or (ii) any other circumstances under this Credit Agreement or the other Loan Documents occurs requiring the Borrowers to Cash Collateralize any Letters of Credit, then, in each case, the Borrower Borrowers shall immediately promptly Cash Collateralize in an amount equal to the Minimum Collateral Amount or, in the case of Section 2.9(h)(ii) above, such amount expressly required by the terms of this Credit Agreement or other Loan Document, to the Administrative Agent for the benefit of the Secured Parties, to be held by the Administrative Agent as Cash Collateral subject to the terms of this Section 2.9(h) and any security agreement, control agreement and other documentation requested by the Administrative Agent to be executed in connection with opening a Cash Collateral Account for the purpose of holding such Cash Collateral. All Cash Collateral to be provided by the Borrowers pursuant to this Section 2.9(h) shall be in the currency or currencies of the underlying Letters of Credit. All Cash Collateral shall be funded by the proceeds of Drawdowns, and not from any other source. Cash Collateral held in a Cash Collateral Account shall be applied by the Administrative Agent to the reimbursement of the Letter of Credit Issuer for any payment made by it of drafts drawn under the outstanding Letters of Credit, and the unused portion thereof, after all such Letters of Credit Outstanding. (b) If any Event shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations. After all such Letters of Default Credit shall occur and be continuing and the Loans have expired or been fully drawn upon, all Letter of Credit Liability shall have been accelerated satisfied and all other Obligations shall have been paid in accordance with Section 11full, the Majority Lenders may require that the L/C Obligations balance, if any, of Cash Collateral held in a Cash Collateral Account pursuant to this clause (h) shall be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect returned to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver Borrowers. The Borrowers hereby grant to the Administrative Agent, for the benefit of the Issuing Banks Secured Parties, and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal agree to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participantsmaintain, a first priority security interest in all such cash, deposit accounts Cash Collateral and all balances therein and all proceeds in each Cash Collateral Account as security in respect of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name Letter of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentCredit Liability.

Cash Collateral. (ai) Upon the request of the Majority Required U.S. Revolving Credit Lenders if, as of the L/C Maturity Date, there are any Letters U.S. Letter of Credit OutstandingOutstandings, the Parent Borrower shall immediately Cash Collateralize the Letters then U.S. Letter of Credit OutstandingOutstandings. (ii) Upon the request of the Required Spanish Revolving Credit Lenders if, as of the L/C Maturity Date, there are any Spanish Letter of Credit Outstandings, the applicable Borrower shall immediately Cash Collateralize the then Spanish Letter of Credit Outstandings. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Revolving Credit Lenders with Letter of Credit Exposure representing greater than 50% of the total Letter of Credit Exposure may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes If any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, if any Letter of this AgreementCredit or Swingline Loan is at the time outstanding, “the Letter of Credit Issuer and the Swingline Lender, as the case may be, may (except, in the case of a Defaulting Lender, to the extent the Commitments have been reallocated pursuant to Section 2.18), by notice to the Borrowers and such Defaulting Lender or Potential Defaulting Lender through the Administrative Agent, require the Borrowers to Cash Collateralize” shall mean Collateralize the obligations of the Borrowers to the Letter of Credit Issuer and the Swingline Lender in respect of such Letter of Credit or Swingline Loan (icontingent or otherwise) pledge and deposit with of such Defaulting Lender or deliver such Potential Defaulting Lender in respect thereof, or to make other arrangements satisfactory to the Administrative Agent, for the benefit Letter of the Issuing Banks Credit Issuer and the Lenders, as collateral for Swingline Lender in their sole discretion to protect them against the L/C Obligations, cash risk of non-payment by such Defaulting Lender or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentPotential Defaulting Lender.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (bi) If any Event of Default shall occur and be continuing and continuing, on the Business Day that the Borrowers receive notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Obligations representing greater than 50% of the total LC Obligations) demanding the deposit of cash collateral pursuant to this paragraph (provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to a Borrower described in clause (g) or (h) of Article VII), or (ii) upon the request of the Administrative Agent, (A) if the Revolving Issuing Bank has honored any full or partial drawing request under any Revolving Letter of Credit and such drawing has resulted in a Revolving LC Borrowing, or (B) if, as of the date that is five Business Days prior to the Revolving Maturity Date, any Revolving LC Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately deposit in a blocked, interest bearing deposit account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to 105% of the Revolving LC Obligations as of such date plus any accrued and unpaid interest thereon. Such cash collateral shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Moneys in such account (including any interest accrued thereon) shall be applied by the Administrative Agent to reimburse the Revolving Issuing Bank for Revolving LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the Revolving LC Obligations at such time or, if the maturity of the Loans has been accelerated in accordance (but subject to the consent of Revolving Lenders with Section 11LC Obligations representing greater than 50% of the total LC Obligations), shall be applied to satisfy other Obligations. If the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default referred to in Section 11.5 with respect Default, such amount (including any interest accrued thereon), to the Borrowerextent not applied as aforesaid, shall be returned to the Borrower Borrowers within three Business Days after all Events of Default have been cured or waived. The Borrowers shall immediately Cash Collateralize the also provide cash collateral for Revolving Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined provided in Section 9-104 of the UCC) of the Administrative Agent2.07.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the then Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Required Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Required Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Letter of Credit Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuer and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent.

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent, (i) if the applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the L/C Maturity Letter of Credit Expiration Date, there are any Letters Letter of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the all L/C Obligations be Cash Collateralized; provided that(in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). In addition, if any Revolving Credit Lender shall become an Impacted Lender, then upon a request of the occurrence of an Event of Default referred to in Section 11.5 with respect to the BorrowerAdministrative Agent, the Borrower shall immediately Cash Collateralize all of such Impacted Lender’s Pro Rata Share of the Letters then Outstanding Amount of Credit then outstanding and no notice or all L/C Obligations (in an amount equal to such Impacted Lender’s Pro Rata Share of such Outstanding Amount, determined as of the date of such request by or consent from the Majority Lenders Administrative Agent), until such time as such Lender shall cease to be required. (can Impacted Lender or a Revolving Credit Lender. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks applicable L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be (“Cash Collateralized (the “Required Cash Collateral AmountCollateral”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank such L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the applicable L/C ParticipantsIssuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts established at Bank of America. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at Bank of America as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable law, to reimburse the applicable L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the then Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term term, including “Cash Collateral”, have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent.

Cash Collateral. (a) Upon the request of the Majority Required Revolving Credit Lenders if, as of the L/C Facility Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the then Letters of Credit OutstandingOutstanding for which the Borrower is (directly or indirectly) liable. (b) The Administrative Agent acting in its reasonable discretion, may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in the event such Cash Collateral previously provided is inadequate as a result of exchange rate fluctuations. (c) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Administrative Agent or the Revolving Credit Lenders with Letter of Credit Exposure representing greater than 50% of the total Letter of Credit Exposure may require that the L/C Obligations be Cash Collateralized; provided that, upon that in the occurrence case of an Event of Default referred to in under Section 11.5 with respect to the Borrower11.5, the Borrower shall immediately obligation to Cash Collateralize the Letters Letter of Credit then outstanding and no notice or request by or consent from the Majority Lenders Exposure shall be requiredautomatic. (cd) For purposes of this AgreementSection 3.8, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in the currencies in which the Letters of Credit Outstanding are denominated and in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Letter of Credit Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuer and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingforegoing to secure its obligations under the Letters of Credit Outstanding. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of with the Administrative Agent.

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Maturity Expiration Date, there are any Letters Letter of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. all L/C Obligations (b) If any Event in an amount equal to such Outstanding Amount determined as of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that date of such L/C Borrowing or the L/C Obligations Expiration Date, as the case may be). In addition, if, as of the date Parent ceases to be Cash Collateralized; provided thata Guarantor, upon any Letter of Credit issued for the occurrence account of an Event Parent or any of Default referred to in Section 11.5 with respect to its Subsidiaries (other than any member of the BorrowerConsolidated Group) may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the all L/C Obligations, cash or deposit account balances Obligations with respect to any such Letter of Credit (in an amount equal to the amount such Outstanding Amount determined as of the Letters of Credit Outstanding required date Parent ceases to be a Guarantor). The Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateralized (the “Required Collateral, request that additional Cash Collateral Amount”) or (ii) if be provided in order to protect against the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms results of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meaningsexchange rate fluctuations. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the applicable L/C ParticipantsIssuer and the Revolving Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of or money market fund accounts at the Administrative Agent.

Cash Collateral. If a Cash Collateral Event as described in clause (ai), (ii) Upon the request or (iii) of the Majority Lenders ifdefinition thereof shall have occurred, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, then the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated deposit in accordance an account with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Lenders, an amount in Dollars equal to 100% of the aggregate LC Exposure of all Banks on the date of such Cash Collateral Event plus all accrued and unpaid interest thereon. If a Cash Collateral Event as described in clause (iv) of the definition thereof shall have occurred, then the Borrower shall immediately deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount in Dollars at least equal to the amount of the Letters LC Exposure of Credit Outstanding required to be Cash Collateralized (such Defaulting Lender; provided, however, that in the “Required event such Cash Collateral Amount”) or (ii) if the relevant Event arises as a result of a Bank becoming a Defaulting Lender by not making a payment to an Issuing Bank benefiting from such collateral in respect of an LC Disbursement, then the Borrower shall agree in its reasonable discretion, other forms of credit support immediately (including any backstop letter of creditx) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory pay to the Administrative Agent and for the relevant benefit of such Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives amount owed in respect of such term have corresponding meanings. The Borrower hereby grants to LC Disbursement, and (y) deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and Lenders, an amount in Dollars at least equal to the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds remaining amount of the foregoingLC Exposure of such Defaulting Lender. Such cash Collateral deposits shall be maintained in blockedheld by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, interest bearing deposit accounts established by and in including the name exclusive right of withdrawal, over such account. Such deposits shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same, provided that, at the request of the Borrower, but under such deposits shall be invested by the “control” (as defined Administrative Agent in Section 9-104 direct short term obligations of, or in other short term obligations which are unconditionally guaranteed with respect to all principal thereof and interest thereon by, the United States of America, in each case maturing no later than the latest Letter of Credit expiry date. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank, on a pro rata basis, for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the UCC) reimbursement obligations of the Administrative AgentBorrower or applicable Co-Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrowers under this Agreement.

Cash Collateral. (a) Upon the request of the Majority Lenders ifIf, as of the L/C Maturity Date, there are any Letters of Credit Outstandingfor any reason remain outstanding and partially or wholly undrawn, or (ii) the occurrence of any other circumstances under this Credit Agreement or the other Loan Documents requiring the Borrowers to Cash Collateralize Letters of Credit, the Borrower Borrowers shall immediately promptly, but in any event no later than thirty (30) days prior to the Maturity Date, Cash Collateralize in an amount equal to the Minimum Collateral Amount or, in the case of Section 2.8(g)(ii) above, such amount expressly required by the terms of this Credit Agreement or other Loan Document, to the Administrative Agent for the benefit of the Secured Parties, to be held by the Administrative Agent as Cash Collateral subject to the terms of this Section 2.8(h) and any security agreement, control agreement and other documentation requested by the Administrative Agent to be executed in connection with opening a Cash Collateral Account for the purpose of holding such Cash Collateral. All Cash Collateral to be provided by the Borrowers pursuant to this Section 2.8(h) shall be in currencies of the related Letters of Credit. Cash Collateral held in the Cash Collateral Account shall be applied by the Administrative Agent to the reimbursement of the Letter of Credit Issuer for any payment made by it of drafts drawn under the outstanding Letters of Credit, and the unused portion thereof after all such Letters of Credit Outstanding. (b) If any Event shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations. After all such Letters of Default Credit shall occur and be continuing and the Loans have expired or been fully drawn upon, all Letter of Credit Liability shall have been accelerated satisfied and all other Obligations shall have been paid in accordance with Section 11full, the Majority Lenders may require that balance, if any, of Cash Collateral held in the L/C Obligations Cash Collateral Account pursuant to this Section 2.8(h) shall be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect returned to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver Borrowers. The Borrowers hereby grant to the Administrative Agent, for the benefit of the Issuing Banks Secured Parties, and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal agree to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participantsmaintain, a first priority security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name Cash Collateral Account as security in respect of the Borrower, but under the “control” (as defined in Section 9-104 Letter of the UCC) of the Administrative AgentCredit Liability.

Cash Collateral. (ai) Upon the request of the Majority Lenders Administrative Agent if, as of the Letter of Credit Expiration Date, any L/C Maturity Date, there are Obligation for any Letters of Credit Outstandingreason remains outstanding, the Borrower shall immediately promptly Cash Collateralize the Letters then Outstanding Amount of Credit Outstandingall L/C Obligations. (bii) If any Event of Default shall occur Sections 2.12(d) and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be 7.01 set forth certain additional requirements to deliver Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) Collateral hereunder. For purposes of this AgreementSection 2.05, Section 2.12(d) and Section 7.01, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks L/C Issuer and the Revolving Facility Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer and the Revolving Facility Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Except as otherwise agreed to by the Administrative Agent, Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts established at JPMorgan. Such deposit shall be held by the Collateral Agent as collateral for the payment and in the name performance of the BorrowerL/C Obligations. The Collateral Agent shall have exclusive dominion and control, but including the exclusive right of withdrawal, over such account. Moneys in such account shall be applied by the Collateral Agent to reimburse the L/C Issuer immediately for drawings under the “control” (as defined in Section 9-104 applicable Letters of Credit and, if the maturity of the UCCLoans has been accelerated, to satisfy the L/C Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to this Section 2.05 or Section 2.12(d), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower upon demand; provided that, after giving effect to such return, (i) the aggregate amount of Revolving Facility Credit Exposure shall not exceed the amount of Revolving Facility Commitments and (ii) no Event of Default shall have occurred and be continuing. If the Borrower is required to deposit an amount of cash collateral hereunder pursuant to Section 2.12(d) interest or profits thereon (to the extent not applied as aforesaid) shall be returned to the Borrower after the full amount of such deposit has been applied by the Collateral Agent to reimburse the L/C Issuer for drawings under Letters of Credit. The Borrower hereby pledges and assigns to the Collateral Agent, for its benefit and the benefit of the Administrative AgentSecured Parties, the cash collateral account established hereunder (and all monies and investments held therein) to secure the Obligations.

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Maturity DateObligation for any reason remains outstanding, there are the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations, in any Letters amount not less than 100% of Credit Outstandingthe then Outstanding Amount of all L/C Obligations unless an Event of Default exists, in which case the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstandingall L/C Obligations in any amount not less than 103% of the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (b) If any Event All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Default shall occur America. The Borrower, and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrowerextent provided by any Defaulting Lender, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreementsuch Defaulting Lender, “Cash Collateralize” shall mean hereby grants to (iand subjects to the control of) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks Administrative Agent, the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal and agrees to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participantsmaintain, a first priority security interest in all such cash, deposit accounts and all balances therein 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 Section 2.15(c). Such cash If at any time the Administrative Agent determines that Cash Collateral shall be maintained in blockedis subject to any right or claim of any Person other than the Administrative Agent as herein provided, interest bearing deposit accounts established or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower will, promptly upon demand by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Section 2.04, Section 2.05, Section 2.06,

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105103% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the then Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent.

Cash Collateral. (a) Upon At any time that (i) there shall exist a Defaulting Lender and (ii) the Rating provided by (x) S&P is less than BBB or (y) Moody’s is less than Baa2, within twenty Business Days after receipt of the written request of the Majority Lenders if, as of Administrative Agent or the L/C Maturity Date, there are any Letters of Credit OutstandingIssuing Lender, the Borrower shall immediately deliver to the Administrative Agent Cash Collateralize Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to subsection 2.19(a)(iv) and any Cash Collateral provided by the Letters Defaulting Lender); provided however, notwithstanding the foregoing, in lieu of providing Cash Collateral to cover all or a portion of the Fronting Exposure, at any time within twenty Business Days after the receipt of written request of the Administrative Agent or the Issuing Lender, the Borrower (but only to the extent necessary to cover Fronting Exposure which is not covered by Cash Collateral) (i) may request that all or a portion of the Revolving Credit OutstandingCommitments of such Defaulting Lender be re-allocated to another Lender or Lenders (as acceptable to each Lender in its sole discretion) or (ii) shall have the option to exercise its right to increase the Revolving Credit Commitments under subsection 2.17 by obtaining Additional Revolving Credit Commitments from one or more financial institutions (which may be a Lender) in an amount to cover all or a portion of the Fronting Exposure; provided further that the only limitation applicable to such exercise shall be that the aggregate amount of such increases pursuant to Section 2.17 shall not exceed $500,000,000. (b) If any Event of Default All Cash Collateral (other than credit support not constituting funds subject to deposit) shall occur be maintained in blocked, interest bearing deposit accounts at the Administrative Agent. The Borrower, and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrowerextent provided by any Lender, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreementsuch Lender, “Cash Collateralize” shall mean hereby grants to (iand subjects to the control of) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Banks Lender and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal and agrees to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participantsmaintain, a first priority security interest in all such cash, deposit accounts and all balances therein 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 subsection 2.18(c). Such cash If at any time the Administrative Agent reasonably determines that Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in is subject to any right or claim of any Person that is prior to the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) claim of 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 Borrower or the relevant Defaulting Lender will, 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. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this subsection 2.18, subsection 5.1 or 2.19 or Section 10 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/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. (d) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) 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 following compliance with subsection 13.6)) or - 44 -

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (bi) If any Event of Default shall occur occurs and be is continuing and the Loans shall have been accelerated in accordance with Section 11Administrative Agent or the Required Lenders, as applicable, require the Majority Lenders may require that Borrowers to Cash Collateralize the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of pursuant to Section 8.02(c) or (ii) an Event of Default referred to in set forth under Section 11.5 with respect to 8.01(f) occurs and is continuing, then the Borrower, the Borrower Borrowers shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit then outstanding all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default), and no shall do so not later than 2:00 p.m. on (x) in the case of the immediately preceding clause (i), (1) the Business Day that the Borrowers receive notice thereof, if such notice is received on such day prior to 12:00 Noon, or request by or consent from (2) if clause (1) above does not apply, the Majority Lenders shall be required. Business Day immediately following the day that the Borrowers receive such notice and (cy) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be (“Cash Collateralized (the “Required Cash Collateral AmountCollateral”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Each Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit blocked accounts established by at the Administrative Agent and may be invested in readily available Cash Equivalents. If at any time the name Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the BorrowerSecured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, but under the “control” (as defined in Section 9-104 of the UCC) of Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrowers. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be refunded to the Borrowers.

Cash Collateral. (a) Upon The Borrower shall maintain the request Cash Collateral Account at all times that any portion of the Majority Lenders ifTerm Loans shall remain outstanding. (b) The Borrower shall, as at all times, maintain Permitted Cash Collateral in the Cash Collateral Account with a value greater than or equal to the following (the “Required Collateral Amount”): (i) if all Permitted Cash Collateral is comprised entirely of Tier 1 Permitted Cash Collateral, 100% of the L/C Maturity Dateprincipal amount of all outstanding Term Loans, there are (ii) if Permitted Cash Collateral is not comprised entirely of Tier 1 Permitted Cash Collateral but is not composed of any Letters Tier 3 Permitted Cash Collateral, 100.5% of Credit Outstandingthe principal amount of all outstanding Term Loans or (iii) if any Permitted Cash Collateral is comprised of any Tier 3 Permitted Cash Collateral, 101% of the principal amount of all outstanding Term Loans. If, at any time, the Required Collateral Amount exceeds the value of the Permitted Cash Collateral, the Borrower shall immediately deposit additional Permitted Cash Collateralize Collateral into the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in Cash Collateral Account to eliminate such excess. In accordance with Section 11, the Majority Lenders may require that terms of the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the BorrowerAccount Control Agreement, the Borrower shall immediately direct the investment of items deposited into the Cash Collateralize Collateral Account; provided, that (1) all Cash Collateral shall consist of Permitted Cash Collateral at all times and (2) the Letters of Credit then outstanding and no notice Borrower shall not be permitted to sell any Permitted Cash Collateral prior to its stated maturity (if any) during the first two months following the Closing Date except pursuant to Section 7.13(c). The Borrower shall treat all income, gains or request by or consent losses from the Majority investment of items in the Cash Collateral Account as its own income or loss, and the Agent and the Lenders shall be requiredhave no liability for any such gain or loss. (c) For purposes Upon any prepayment of this Agreementthe Term Loans, “the Borrower shall be permitted to liquidate and/or withdraw Cash Collateralize” Collateral from the Cash Collateral Account in an amount up to such prepayment; provided, that after such withdrawal, the value of the Permitted Cash Collateral shall mean to (i) pledge and deposit with be greater than or deliver equal to the Administrative AgentRequired Collateral Amount, for the benefit as calculated after giving effect of such prepayment of the Issuing Banks Term Loans. In the event that the Borrower shall elect to make such a withdrawal, the Agent shall direct the Intermediary to liquidate the applicable Cash Collateral and remit the Lendersproceeds to the Borrower. (d) If, as collateral for at the L/C Obligationsend of any fiscal quarter of the Parent, cash the value of the Permitted Cash Collateral exceeds 102% of the principal amount of the Term Loans outstanding at such time, then, upon the request of the Borrower, provided no Default or deposit account balances Event of Default has occurred and is continuing, the Agent shall direct the Intermediary to pay and transfer to the Borrower cash, to the extent available, in the Cash Collateral Account in an amount equal to such excess. (e) To secure the amount prompt payment in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Letters of Credit Outstanding required to be Cash Collateralized (Term Loans, the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Issuing Banks Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of the Borrower in and to the Cash Collateral Account and the L/C Participants, a security interest in all such cash, deposit accounts Cash Collateral and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be other amounts maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentCash Collateral Account.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstandingoutstanding, the Borrower shall immediately Cash Collateralize the then Letters of Credit Outstandingoutstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, to provide other forms of credit support (including any backstop letter of credit) in a face amount equal to 105103% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105103% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Any attempt by Debtor to use "Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” Collateral" (as defined in Section 9-104 363 of the UCCBankruptcy Code) shall be subject to the prior entry of an order pursuant to Section 363 of the Bankruptcy Code ("Cash Collateral Order") specifically incorporating the principal terms set forth on Schedule 16(B) attached hereto and Borrower shall under no circumstances seek to use Cash Collateral other than on the terms provided in this Agreement. Any such Cash Collateral Order shall permit the use of Cash Collateral only until the earliest to occur of: (i) a Default under any of the provisions of this Agreement or the Loan Documents (other than a Default occasioned solely by the bankruptcy of Debtor), (ii) the appointment of a Chapter 11 trustee or examiner in Debtor's case, (iii) the dismissal of Debtor's case or its conversion to a case under Chapter 7 of the Bankruptcy Code, or (iv) the entry of an order modifying or terminating the automatic stay or prohibiting the further use of cash collateral. Upon the occurrence of any of the events described in (i) through (iv) of the Administrative Agentpreceding sentence, Debtor's ability to use Cash Collateral shall terminate immediately and automatically; such termination shall not, however, affect or impair the rights, interests or liens granted to Lender under this Agreement or the other Loan Documents. All existing and future revenue and cash shall constitute Cash Collateral, subject to Lender's xxxxxx, fully perfected and presently enforceable liens and security interests, and, to the extent they are used and consumed by Debtor after filing of the petition or entry of the order for relief, Debtor specifically agrees that they are collateral for Lender's secured claims under Section 506 of the Bankruptcy Code in the amount so used. To the extent it is determined that Section 552(a) of the Bankruptcy Code applies to limit Lender's interest under the Loan Documents and this Agreement Lender shall be deemed to have, as adequate protection for the use of Cash Collateral, a continuing perfected protection for the use of Cash Collateral, a continuing perfected post-bankruptcy lien and security interest in all Collateral, and all revenue and cash, whether derived from operations prior to or subsequent to or the filing of a voluntary of involuntary petition for relief with respect to Debtor. As further adequate protection for Debtor's use of Cash Collateral, Debtor shall maintain at all times an adequate and appropriate amount and type of coverage of insurance, including endorsements issued therewith covering the Collateral in amounts not less than that required under the Loan Documents. To the extent that the collateral securing Lender's claims in Debtor's bankruptcy case is deemed or proves to be insufficient to pay Lender's claims in full, Lender's secured claims shall be deemed to have been inadequately protected by the provisions of the Cash Collateral Order, and they shall therefore have administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code, which superpriority shall be equal to the priority provided under the provisions of Section 364(c)(1) of the Bankruptcy Code over all other costs and administrative expenses incurred in the case of the kind specified in, or ordered pursuant to, Sections 105, 326, 327, 330, 331, 503(b), 506(c), 507(a), 507(b) or 726 of the Bankruptcy Code and shall at all times be senior to the rights of Debtor or any successor trustee in the resulting bankruptcy proceeding or any subsequent proceeding under the Bankruptcy Code. During the pendency of Debtor's bankruptcy, if it is determined that any of the rights granted hereunder or by any of the Loan Documents are security interests or liens, they shall be deemed perfected without the necessity of the filing of any documents or commencement of proceedings otherwise required under non-bankruptcy law for the perfection of security interests, with such perfection being binding upon any subsequently appointed trustee, either in Chapter 11 or under any other Chapter of the Bankruptcy Code, and upon other creditors of Borrower who have or may hereafter extend secured or unsecured credit to Debtor.

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent or the Required Lenders, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Maturity Cash Collateralization Date, there are any Letters Letter of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans in the amount of the then Outstanding Amount of all L/C Obligations (determined as of the date of such L/C Borrowing or the L/C Cash Collateralization Date, as the case may be) and to the extent of unavailability of Base Rate Loans, the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. (b) If any Event all L/C Obligations. In the event that the Borrower is deemed to have requested a Borrowing of Default shall occur and be continuing and the Base Rate Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that on the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the BorrowerCollateralization Date, the Borrower shall immediately hereby authorizes the L/C Issuer and the Administrative Agent to deposit the proceeds of such borrowing directly into a deposit account with the Administrative Agent in order the Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) L/C Obligations. For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, non interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of with the Administrative Agent.

Cash Collateral. (a) Upon At any time that (i) there shall exist a Defaulting Lender and (ii) the Rating provided by (x) S&P is less than BBB or (y) Xxxxx’x is less than Baa2, within twenty Business Days after receipt of the written request of the Majority Lenders if, as of Administrative Agent or the L/C Maturity Date, there are any Letters of Credit OutstandingIssuing Lender, the Borrower shall immediately deliver to the Administrative Agent Cash Collateralize Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to subsection 2.19(a)(iv) and any Cash Collateral provided by the Letters Defaulting Lender); provided however, notwithstanding the foregoing, in lieu of providing Cash Collateral to cover all or a portion of the Fronting Exposure, at any time within twenty Business Days after the receipt of written request of the Administrative Agent or the Issuing Lender, the Borrower (but only to the extent necessary to cover Fronting Exposure which is not covered by Cash Collateral) (i) may request that all or a portion of the Revolving Credit OutstandingCommitments of such Defaulting Lender be re-allocated to another Lender or Lenders (as acceptable to each Lender in its sole discretion) or (ii) shall have the option to exercise its right to increase the Revolving Credit Commitments under subsection 2.17 by obtaining Additional Revolving Credit Commitments from one or more financial institutions (which may be a Lender) in an amount to cover all or a portion of the Fronting Exposure; provided further that the only limitation applicable to such exercise shall be that the aggregate amount of such increases pursuant to Section 2.17 shall not exceed $500,000,000. (b) If any Event of Default All Cash Collateral (other than credit support not constituting funds subject to deposit) shall occur be maintained in blocked, interest bearing deposit accounts at the Administrative Agent. The Borrower, and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrowerextent provided by any Lender, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreementsuch Lender, “Cash Collateralize” shall mean hereby grants to (iand subjects to the control of) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Banks Lender and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal and agrees to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participantsmaintain, a first priority security interest in all such cash, deposit accounts and all balances therein 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 subsection 2.18(c). Such cash If at any time the Administrative Agent reasonably determines that Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in is subject to any right or claim of any Person that is prior to the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) claim of 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 Borrower or the relevant Defaulting Lender will, 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. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this subsection 2.18, subsection 5.1 or 2.19 or Section 10 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/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. (d) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) 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 following compliance with subsection 13.6)) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf the Borrower shall not be released during the continuance of an Event of Default (and following application as provided in this subsection 2.18 may be otherwise applied in accordance with Section 10), and (y) the Person providing Cash Collateral and the Issuing Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support Fronting Exposure or other obligations with respect to requested but unfunded extensions of credit.

Cash Collateral. The Borrower shall Cash Collateralize each requested Letter of Credit with an expiry date that would occur after the Letter of Credit Expiration Date (aor requested increases in the face amount of any such outstanding Letter of Credit) Upon prior to or simultaneously with the submission of any Letter of Credit Application delivered to the L/C Issuer pursuant to Section 2.03(b) in an amount equal to 104% of the face amount of such requested Letter of Credit or outstanding Letter of Credit, as the case may be. Further, upon the request of the Majority Lenders Administrative Agent, as to any L/C Obligation not Cash Collateralized pursuant to the previous sentence, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) if, as of the Letter of Credit Expiration Date, any such L/C Obligation for any reason remains outstanding, or (iii) if, as of the fifteenth day prior to the current Revolving Maturity Date, there are the Borrower has not received, to the satisfaction of the Administrative Agent, firm commitments from the Lenders to extend such Revolving Maturity Date for at least another 364 days, and firm commitments from the Lenders and any Letters financial institutions not party to this Agreement on such date, but who have committed to become Lenders under this Agreement when extended by an additional 364 days, in an amount not less than the Outstanding Amount of Credit Outstandingall L/C Obligations, the Borrower shall shall, in each case, immediately Cash Collateralize the Letters any such Outstanding Amount of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the all L/C Obligations be that has not been previously Cash Collateralized; provided that, upon the occurrence of an Event of Default referred . Sections 2.05(b) and 8.02(c) set forth certain additional requirements to in Section 11.5 with respect to the Borrower, the Borrower shall immediately deliver Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) Collateral hereunder. For purposes of this AgreementSection 2.03, “Section 2.05(b) and Section 8.02(c), "Cash Collateralize” shall mean " means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts established by and in the name at Bank of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentAmerica.

Cash Collateral. If the Borrower is required pursuant to the terms of this Agreement or any other Finance Document to Cash Collateralize any L/C Obligations, the Borrower shall deposit in an account (awhich may be the L/C Cash Collateral Account under the Security Agreement) Upon with the request Collateral Agent an amount in cash equal to 105% of such L/C Obligations. Such deposit shall be held by the Majority Lenders if, Collateral Agent as collateral for the payment and performance of the L/C Maturity DateObligations. The Collateral Agent shall have exclusive dominion and control, there are including the exclusive right of withdrawal, over such account. The Collateral Agent will, at the request of the Borrower, invest amounts deposited in such account in Cash Equivalents; provided, however, that (i) the Collateral Agent shall not be required to make any Letters investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of Credit Outstandingany Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. Collateral Agent and (biii) If any if an Event of Default shall occur have occurred and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Lenders may require selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents; provided that such indemnity shall not be available to the extent that such losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Collateral Agent. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Collateral Agent to reimburse the L/C Obligations be Cash Collateralized; provided that, upon Issuers immediately for drawings under the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the applicable Letters of Credit then outstanding and no notice or request by or consent from and, if the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit maturity of the Issuing Banks and the LendersLoans has been accelerated, as collateral for to satisfy the L/C Obligations, cash or deposit account balances in . If the Borrower is required to provide an amount equal of cash collateral hereunder as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.09(b)(i), such amount (to the Letters of Credit Outstanding required extent not applied as aforesaid) shall be returned to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretionBorrower upon demand; provided that, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory after giving effect to such Issuing Bankreturn, in each case under clause (i) the aggregate Revolving Outstandings would not exceed the Revolving Committed Amount and (ii) above no Default or Event of Default shall have occurred and be continuing. If the Borrower is required to deposit an amount of cash collateral hereunder pursuant to documentation in form and substance reasonably satisfactory Section 2.09(b)(ii), (iii), (iv) or (v), interest or profits thereon (to the Administrative Agent and extent not applied as aforesaid) shall be returned to the relevant Issuing Bank (which documents are hereby consented to Borrower after the full amount of such deposit has been applied by the Lenders). Derivatives Collateral Agent to reimburse the L/C Issuer for drawings under Letters of such term have corresponding meaningsCredit. The Borrower hereby grants pledges and assigns to the Administrative Collateral Agent, for its benefit and the benefit of the Issuing Banks and Finance Parties, the L/C Participants, a security interest in all such cash, deposit accounts cash collateral account established hereunder (and all balances therein monies and all proceeds of investments held therein) to secure the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentFinance Obligations.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the such Letters of Credit Outstanding.. [CREDIT AGREEMENT] (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Letter of Credit Issuers (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuers and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCCUniform Commercial Code) of the Administrative Agent.

Cash Collateral. If (ai) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, or (ii) any other circumstances under this Credit Agreement or the other Loan Documents occurs requiring the Borrowers to Cash Collateralize any Letters of Credit, then, in each case, the Borrower Borrowers shall immediately promptly Cash Collateralize in an amount equal to the Minimum Collateral Amount or, in the case of Section 2.13(h)(ii) above, such amount expressly required by the terms of this Credit Agreement or other Loan Document, to the Administrative Agent for the benefit of the Secured Parties, to be held by the Administrative Agent as Cash Collateral subject to the terms of this Section 2.13(h) and any security agreement, control agreement and other documentation requested by the Administrative Agent to be executed in connection with opening a Cash Collateral Account for the purpose of holding such Cash Collateral. All Cash Collateral to be provided by the Borrowers pursuant to this Section 2.13(h) shall be in the currency or currencies of the underlying Letters of Credit. Cash Collateral held in a Cash Collateral Account shall be applied by the Administrative Agent to the reimbursement of the Letter of Credit Issuer for any payment made by it of drafts drawn under the outstanding Letters of Credit, and the unused portion thereof, after all such Letters of Credit Outstanding. (b) If any Event shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations. After all such Letters of Default Credit shall occur and be continuing and have expired or been fully drawn upon or been Cash Collateralized in an amount equal to or greater than the Loans Minimum Collateral Amount, all Letter of Credit Liability shall have been accelerated satisfied and all other Obligations (other than Obligations in accordance with respect of a Lender Hedge Agreement that have been cash collateralized or otherwise satisfied pursuant to Section 112.16(h)) shall have been paid in full, the Majority Lenders may require that the L/C Obligations balance, if any, of Cash Collateral held in a Cash Collateral Account pursuant to this Section 2.13(h) shall be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect returned to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver Borrowers. The Borrowers hereby grant to the Administrative Agent, for the benefit of the Issuing Banks Secured Parties, and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal agree to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participantsmaintain, a first priority security interest in all such cash, deposit accounts Cash Collateral and all balances therein and all proceeds in each Cash Collateral Account as security in respect of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name Letter of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentCredit Liability.

Cash Collateral. (aA) Upon the request of the Majority Lenders ifIf, as of the L/C Stated Maturity Date, there are any Letters of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, or (B) the occurrence of any other circumstances under this Credit Agreement or the other Loan Documents requiring the Borrowers to Cash Collateralize Letters of Credit, the Borrower Borrowers shall immediately promptly Cash Collateralize in an amount equal to Minimum Collateral Amount or, in the case of sub-clause (B) above, such amount expressly required by the terms of this Credit Agreement or other Loan Document, to the Administrative Agent for the benefit of the Secured Parties, to be held by Administrative Agent as Cash Collateral subject to the terms of this clause (h) and any security agreement, control agreement and other documentation requested by the Administrative Agent to be executed in connection with opening a Cash Collateral Account for the purpose of holding such Cash Collateral. All Cash Collateral to be provided by the Borrowers pursuant to this Section 2.8(h) shall be in Dollars. Cash Collateral held in the Cash Collateral Account shall be applied by Administrative Agent to the reimbursement of Letter of Credit Issuer for any payment made by it of drafts drawn under the outstanding Letters of Credit, and the unused portion thereof after all such Letters of Credit Outstanding. (b) If any Event shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations. After all such Letters of Default Credit shall occur and be continuing and the Loans have expired or been fully drawn upon, all Letter of Credit Liability shall have been accelerated satisfied and all other Obligations shall have been paid in accordance with Section 11full, the Majority Lenders may require that balance, if any, of Cash Collateral held in the L/C Obligations Cash Collateral Account pursuant to this clause (h) shall be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect returned to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver Borrowers. The Borrowers hereby grant to the Administrative Agent, for the benefit of the Issuing Banks Secured Parties, and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal agree to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participantsmaintain, a first priority security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name Cash Collateral Account as security in respect of the Borrower, but under the “control” (as defined in Section 9-104 Letter of the UCC) of the Administrative AgentCredit Liability.

Cash Collateral. Notwithstanding the foregoing provisions of this Section 2.06, if at any time the mandatory prepayment of Loans pursuant to Section 2.06(d), 2.06(e) or 2.06(f) would result, after giving effect to the procedures set forth above, in any Borrower incurring breakage costs under Section 3.05 as a result of Loans being prepaid other than on the last day of an Interest Period applicable thereto (athe “Affected Eurodollar Loans”), then Company may in its sole discretion initially deposit a portion (up to 100%) Upon the request of the Majority Lenders if, as amounts that otherwise would have been paid in respect of the L/C Maturity Date, there are any Letters of Credit Outstanding, Affected Eurodollar Loans with the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. Administrative Agent (b) If any Event of Default shall occur and which deposit must be continuing and the Loans shall have been accelerated equal in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect amount to the Borrower, amount of Affected Eurodollar Loans not immediately prepaid) to be held as security for the Borrower obligations of the Company hereunder pursuant to a cash collateral agreement (which shall immediately permit investments in Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver Equivalents satisfactory to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required ) to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation entered into in form and substance reasonably satisfactory to the Administrative Agent and (which agreement shall provide for the payment of interest to the Company in respect of such deposit), with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Issuing Bank Loans (which documents are hereby consented to or such earlier date or dates as shall be requested by the LendersCompany). Derivatives , to repay an aggregate principal amount of such term have corresponding meanings. The Borrower hereby grants Loans equal to the Administrative AgentAffected Eurodollar Loans not initially repaid pursuant to this sentence. Notwithstanding anything to the contrary contained in the immediately preceding sentence, all amounts deposited as cash collateral pursuant to the immediately preceding sentence shall be held for the benefit of the Issuing Banks Lenders whose Loans would otherwise have been immediately repaid with the amounts deposited and upon the L/C Participantstaking of any action by the Administrative Agent or the Lenders pursuant to the remedial provisions of Section 8.02, a security interest in all such cashany amounts held as cash collateral pursuant to this Section 2.06(i) shall, deposit accounts and all balances therein and all proceeds subject to the requirements of applicable law, be immediately applied to the foregoingrelevant Loans. Such cash Collateral shall be maintained in blockedUntil actually applied to the repayment of Loans, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agentshall continue to accrue thereon.

Cash Collateral. Junior Lender shall not object to, and shall be deemed to have consented to, the use of cash collateral and to any debtor-in-possession financing (a“DIP Financing”) Upon supported by Senior Lender. Senior Lender agrees that it shall not object to the request grant to Junior Lender of a Lien on all Collateral of Borrower (including proceeds thereof arising after the commencement of an Insolvency Proceeding) junior in priority to Senior Lender as existed prior to the commencement of the Majority Lenders ifInsolvency Proceeding and junior in priority to any liens securing DIP Financing and Junior Lender may seek, without objection from Senior Lender, a replacement Lien on post-petition assets to the same extent as granted to secure DIP Financing, junior in priority to Senior Lender as existed prior to the commencement of the L/C Maturity Date, there Insolvency Proceeding and junior in priority to any Liens securing DIP Financing. Junior Lender shall not provide or participate in any DIP Financing. Nothing herein shall limit Senior Lender’s right to consent to the use of cash collateral or to provide DIP Financing on terms that are any Letters not set forth herein. Senior Lender agrees that it shall not object to the grant to Junior Lender of Credit Outstanding, a Lien on all IP Collateral of Borrower (including proceeds thereof arising after the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence commencement of an Event of Default referred to in Section 11.5 with respect to the BorrowerInsolvency Proceeding) which, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agentextent the Overadvance Put has not been consummated, for shall be junior in priority to Senior Lender as existed prior to the benefit commencement of the Issuing Banks Insolvency Proceeding and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances junior in an amount equal priority to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) liens securing DIP Financing and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and extent the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative AgentOveradvance Put has been consummated, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained senior in blocked, interest bearing deposit accounts established by and in priority to any Lien the name of Senior Lender may have on the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentIP Collateral.

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Maturity Date, there are Obligation for any Letters of Credit Outstandingreason remains outstanding, the Borrower shall shall, in each case, immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the all L/C Obligations be Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) Collateral hereunder. For purposes of this AgreementSection 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingforegoing (collectively, “Cash Collateral”). Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by at Bank of America (provided that: (A) except as otherwise provided herein, any interest accrued on any such deposit account shall be payable to the applicable Borrower only upon the full and final payment of the Obligations; and (B) upon the occurrence of an Event of Default, any such interest accrued to the date thereof shall be applied to reduce the Principal Obligation). Upon the repayment of all L/C Borrowings, and if Cash Collateral is not otherwise required to be delivered pursuant to this Credit Agreement, then the Administrative Agent shall promptly return to the Borrower all cash then held as Cash Collateral hereunder. Upon the indefeasible payment in full in cash of the Obligations, the Administrative Agent shall immediately release the security interest in the name of the Borrowercash, but under the “control” (deposit accounts and balances therein and proceeds thereof maintained as defined in Section 9-104 of the UCC) of the Administrative AgentCash Collateral.

Cash Collateral. (a) Upon the request of the Majority Required Revolving Credit Lenders if, as of the L/C Facility Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the then Letters of Credit OutstandingOutstanding for which the Borrower is (directly or indirectly) liable. (b) The Administrative Agent acting in its reasonable discretion, may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in the event such Cash Collateral previously provided is inadequate as a result of exchange rate fluctuations. (c) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Administrative Agent or the Revolving Credit Lenders with Letter of Credit Exposure representing greater than 50% of the total Letter of Credit Exposure may require that the L/C Obligations be Cash Collateralized; Collateralized; provided that, upon that in the occurrence case of an Event of Default referred to in under Section 11.5 with respect to the Borrower11.5, the Borrower shall immediately obligation to Cash Collateralize the Letters Letter of Credit then outstanding and no notice or request by or consent from the Majority Lenders Exposure shall be requiredautomatic. (cd) For purposes of this AgreementSection 3.8, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in the currencies in which the Letters of Credit Outstanding are denominated and in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Letter of Credit Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuer and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingforegoing to secure its obligations under the Letters of Credit Outstanding. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of with the Administrative Agent.

Cash Collateral. (a) Upon At the request of the Majority Lenders ifBank at any time after an Event of Default has occurred and is continuing (or earlier, as if Section 2.02(l) applies), the Company shall establish with the Bank a letter of credit account (the "Letter of Credit Account") in the name and under the control of the L/C Maturity Date, Bank into which there are any Letters of Credit Outstanding, shall be deposited from time to time certain amounts required or contemplated to be paid to the Borrower shall immediately Cash Collateralize the Letters of Credit OutstandingBank as provided in Section 2.02(l) or 7.02(b). (b) If any an Event of Default shall occur and be continuing and the Loans Company receives notice from the Bank demanding the deposit of cash collateral pursuant to this paragraph the Company shall have been accelerated immediately deposit into the Letter of Credit Account an amount in accordance with Section 11, cash equal to the Majority Lenders may require LC Exposure as of such date plus any accrued and unpaid interest thereon and provided that the L/C Obligations be Cash Collateralized; provided thatobligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of an any Event of Default referred to in Section 11.5 with respect to the Borrower, Company described in Section 7.01(g) or (h). Such deposit shall be held by the Borrower shall immediately Cash Collateralize Bank in the Letters Letter of Credit then outstanding and no notice or request by or consent from Account as collateral for the Majority Lenders shall be requiredLC Exposure as provided below in this Section 7.02. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, As collateral security for the benefit prompt payment in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) of the Issuing Banks reimbursement obligations in respect of LC Disbursements, whenever made, and interest thereon, the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) Company hereby pledges and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, Bank a security interest in all of its right, title and interest in and to the Letter of Credit Account and the balances from time to time in the Letter of Credit Account (and the investments and reinvestments therein provided for below). The balances from time to time in the Letter of Credit Account shall not constitute payment of any such cashobligations until applied by the Bank as provided herein. Anything in this Agreement to the contrary notwithstanding, deposit accounts and all balances therein and all proceeds funds held in the Letter of the foregoing. Such cash Collateral Credit Account shall be maintained subject to withdrawal only as provided in blocked, interest bearing this Section 7.02. (d) Amounts on deposit accounts established in the Letter of Credit Account shall be invested and reinvested by the Bank in such Cash Equivalents as the Bank shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the control of the Borrower, but under Bank. (e) The Bank may at any time and from time to time elect to liquidate any such investments and reinvestments and apply the “control” proceeds thereof and any other balances in the Letter of Credit Account to the reimbursement of any LC Disbursement at any time after such LC Disbursement is made. (as defined in Section 9-104 f) If all of the UCC) reimbursement obligations in respect of LC Disbursements, and accrued interest thereon, have been paid in full at a time when no Default or Event of Default shall have occurred and be continuing, the Bank shall, from time to time, at the request of the Administrative AgentCompany, deliver to the Company, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Letter of Credit Account as exceed the Aggregate Undrawn LC Amount. When all of the reimbursement obligations in respect of Letters of Letter of Credit shall have been paid in full and the Commitment and all Letters of Letter of Credit (including any time drafts or similar instruments presented to or accepted by the Bank as part of a drawing under any Letter of Credit) have expired or been terminated at a time when no Default or Event of Default shall have occurred and be continuing, the Bank shall promptly deliver to the Company, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Letter of Credit Account.

Cash Collateral. Notwithstanding the foregoing provisions of this Section 2.06, if at any time the mandatory prepayment of Loans pursuant to Section 2.06(d), 2.06(e) or 2.06(f) would result, after giving effect to the procedures set forth above, in any Borrower incurring breakage costs under Section 3.05 as a result of Loans being prepaid other than on the last day of an Interest Period applicable thereto (athe “Affected Eurodollar Loans”), then Company may in its sole discretion initially deposit a portion (up to 100%) Upon the request of the Majority Lenders if, as amounts that otherwise would have been paid in respect of the L/C Maturity Date, there are any Letters of Credit Outstanding, Affected Eurodollar Loans with the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. Administrative Agent (b) If any Event of Default shall occur and which deposit must be continuing and the Loans shall have been accelerated equal in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect amount to the Borrower, amount of Affected Eurodollar Loans not immediately prepaid) to be held as security for the Borrower obligations of the Company hereunder pursuant to a cash collateral agreement (which shall immediately permit investments in Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver Equivalents satisfactory to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required ) to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation entered into in form and substance reasonably satisfactory to the Administrative Agent and (which agreement shall provide for the payment of interest to the Company in respect of such deposit), with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Issuing Bank Loans (which documents are hereby consented to or such earlier date or dates as shall be requested by the LendersCompany). Derivatives , to repay an aggregate principal amount of such term have corresponding meanings. The Borrower hereby grants Revolving Loans equal to the Administrative AgentAffected Eurodollar Loans not initially repaid pursuant to this sentence. Notwithstanding anything to the contrary contained in the immediately preceding sentence, all amounts deposited as cash collateral pursuant to the immediately preceding sentence shall be held for the benefit of the Issuing Banks Lenders whose Loans would otherwise have been immediately repaid with the amounts deposited and upon the L/C Participantstaking of any action by the Administrative Agent or the Lenders pursuant to the remedial provisions of Section 8.02, a security interest in all such cashany amounts held as cash collateral pursuant to this Section 2.06(h) shall, deposit accounts and all balances therein and all proceeds subject to the requirements of applicable law, be immediately applied to the foregoingrelevant Loans. Such cash Collateral shall be maintained in blockedUntil actually applied to the repayment of Loans, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agentshall continue to accrue thereon.

Cash Collateral. (a) Upon In the event that the Borrower is required pursuant --------------- to the terms of this Agreement or any other Credit Document to cash collateralize any LOC Obligations, the Borrower shall deposit in an account with the Agent an amount in cash equal to 100% of such LOC Obligations. Such deposit shall be held by the Agent as collateral for the payment and performance of the LOC Obligations. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Agent will, at the request of the Majority Lenders ifBorrower, as invest amounts deposited in such account in Cash Equivalents; provided, however, that (i) -------- amounts deposited in such account in connection with any prepayment of Eurodollar Loans shall be invested in Cash Equivalents that mature prior to the last day of the L/C Maturity Dateapplicable Interest Periods of the Eurodollar Loans to be prepaid, there are (ii) the Agent shall not be required to make any Letters investment that, in its sole judgment, would require or cause the Agent to be in, or would result in any, violation of Credit Outstandingany law, statute, rule or regulation, (iii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. Agent and (biv) If any if an Event of Default shall occur have occurred and be continuing and continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Agent. The Borrower shall indemnify the Agent for any losses relating to such investments in Cash Equivalents. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the Issuing Lender immediately for drawings under Letters of Credit and, if the maturity of the Loans has been accelerated, to satisfy the LOC Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been accelerated in accordance with cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 113.3(b)(i) and (ii), such amount (to the Majority Lenders may require that extent not applied as aforesaid) shall be returned to the L/C Obligations be Cash CollateralizedBorrower upon demand; provided that, upon after giving effect to such return, (i) -------- the occurrence sum of an the aggregate amount of outstanding LOC Obligations plus the ---- aggregate principal amount of outstanding Revolving Loans would not exceed the aggregate Revolving Committed Amount and (ii) no Default or Event of Default referred to in Section 11.5 with respect shall have occurred and be continuing. The Borrower hereby pledges and assigns to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for its benefit and the benefit of the Issuing Banks and the Lenders, as the cash collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized established hereunder (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein monies and all proceeds of investments held therein) to secure the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentCredit Obligations.

Cash Collateral. (a) Upon the request of the Administrative Agent, any Letter of Credit Issuer or the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the then Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuers and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Letter of Credit Issuers (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuers and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent.

Cash Collateral. If (ai) Upon any Event of Default occurs and is continuing and the request Required Lenders require the Borrower to Cash Collateralize its L/C Obligations pursuant to Section 8.02(c), (ii) an Event of Default set forth under Section 8.01(f) occurs and is continuing or (iii) for any reason, any Letter of Credit is outstanding at the time of termination of the Majority Lenders if, as Revolving Credit Commitments and a backstop letter of credit that is reasonably satisfactory to the L/C Maturity DateIssuer is not in place, there are any Letters of Credit Outstanding, then the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the all L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount such Outstanding Amount determined as of the Letters date of Credit Outstanding required to be Cash Collateralized such Event of Default), and shall do so not later than 2:00 p.m. on (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of creditx) in a face amount equal to 105% the case of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under immediately preceding clause (i) or (iii), (A) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 noon or (B) if clause (A) above does not apply, the Business Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 8.01(f) above pursuant to documentation in form and substance reasonably satisfactory to occurs or, if such day is not a Business Day, the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of Business Day immediately succeeding such term have corresponding meaningsday. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuers and the Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blockedblocked accounts at the Administrative Agent and may be invested in readily available Cash Equivalents selected by the Administrative Agent in its sole discretion. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, interest bearing deposit accounts established by such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and in so long as no Event of Default has occurred and is continuing, the name of excess shall be refunded to the Borrower. In the case of clause (i) or (ii) above, but under if such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the “control” (as defined in Section 9-104 amount of any Cash Collateral shall be refunded to the UCC) of the Administrative AgentBorrower.

Cash Collateral. Company shall establish and maintain a pledge of cash collateral in the amount of $5,000,000 (a) Upon the request of the Majority Lenders if“Cash Collateral”), as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect subject to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding following terms and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to conditions: (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or Cash Collateral shall be held in a deposit account balances in or securities account maintained at Xxxxx Fargo Bank, National Association or an amount equal to the amount affiliate of the Letters of Credit Outstanding required to be Cash Collateralized Xxxxx Fargo (the “Required Cash Collateral AmountAccount”) or ); (ii) if to secure the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretionIndebtedness, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower Company hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, Xxxxx Fargo a security interest in all such cashof Company’s right, deposit accounts title, and interest in and to the Cash Collateral, the Cash Collateral Account, all interest that accrues (if any) on the Cash Collateral, and all balances therein products and proceeds thereof, in each case whether now existing or hereafter arising; (iii) except as provided below, Company shall have no access to the Cash Collateral or the Cash Collateral Account (i.e., the Cash Collateral Account shall be deemed “blocked”), until this Agreement has been terminated and all proceeds of Indebtedness has been paid in full or except as provided below; (iv) any interest (if any) that may accrue on the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and held in the name Cash Collateral Account, and shall itself be deemed to be Cash Collateral; (v) Xxxxx Fargo may, in Xxxxx Fargo’s sole discretion (and regardless of whether a Default Period is then existing), at any time apply all or any portion of the BorrowerCash Collateral to the Indebtedness (in any order selected by Xxxxx Fargo); (vi) the Cash Collateral, but Cash Collateral Account, all interest that accrues (if any) on the Cash Collateral, and all products and proceeds thereof shall be deemed to be “Collateral” under this Agreement and the “control” other Loan Documents; (vii) except as defined provided below, Company shall not have any right to access the foregoing collateral so long as this Agreement is in effect or any Indebtedness remains outstanding, Company shall not transfer (or attempt to transfer) any such collateral to any Person, and Company shall keep such collateral free and clear of all Liens (except in favor Xxxxx Fargo); and (viii) Company shall execute and/or deliver any instruments, documents, assignments, security agreements, control agreements, financing statements, and any other agreement that Xxxxx Fargo may reasonably request to evidence, maintain, perfect, and/or ensure the first priority of Xxxxx Fargo’s security interest in the foregoing collateral; provided that failure to execute or deliver any such items shall not affect the foregoing grant of the security interest in the foregoing collateral, and Xxxxx Fargo shall be deemed to have a duly perfected and first priority security interest in all such collateral at all times. Notwithstanding any provision to the contrary herein, up to $2,500,000 of the Cash Collateral shall be released to Company subject to the following terms (including upon satisfaction of the following conditions precedent): (a) Company shall deliver an Authenticated Record to Xxxxx Fargo each time Company requests a release of the Cash Collateral, which Authenticated Record shall specify the amount of Cash Collateral to be released and the date of such release of Cash Collateral (provided that such release date shall be at least three (3) Business Days after receipt by Xxxxx Fargo of the Authenticated Record requesting such release of Cash Collateral and not more than 10 days after receipt by Xxxxx Fargo of the Authenticated Record); (b) no Default Period shall be existing as of the date of any release of the Cash Collateral; and (c) such release of the Cash Collateral shall occur after December 31, 2015, Xxxxx Fargo shall have received Company’s audited financial statements of Company for a fiscal year ending on or after December 31, 2015, and Xxxxx Fargo shall have confirmed that Company (x) remained in compliance with the financial covenants set forth in Section 9-104 5.2 of the UCCthis Agreement at all times, and (y) of the Administrative AgentCompany’s Adjusted EBITDA for any such fiscal year was equal to or greater than $1.00.”

Cash Collateral. If (ai) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur have occurred and be continuing and continuing, (ii) the aggregate amount of Revolving Dollar Credit Exposure of all Dollar Lenders hereunder exceeds the Total Dollar Sub-Commitment or (iii) the aggregate amount of Revolving Multicurrency Credit Exposure of all Multicurrency Lenders hereunder exceeds the Total Multicurrency Sub-Commitment, then on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in Dollars equal to (x) in the case of the foregoing clause (i), the LC Exposure as of such date, converting the aggregate Multicurrency LC Exposure into the Dollar Equivalent thereof at that date, and (y) in the case of the foregoing clauses (ii) and (iii), the amount of the relevant excess plus (in each of the cases referred to in the foregoing clauses (i), (ii) and (iii)) any accrued and unpaid interest thereon; provided, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the relevant Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated in accordance (but subject to the consent of Lenders with Section 11LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Majority Lenders may require that Obligors under this Agreement. If the L/C Obligations be Cash Collateralized; provided that, upon Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default referred to in Section 11.5 with respect or the renewal of a Letter of Credit or an excess of the Revolving Credit Exposure, as the case may be, such amount (to the Borrower, extent not applied as aforesaid) shall be returned to the Borrower shall immediately Cash Collateralize within three Business Days after all Events of Default have been cured or waived or, in the case of a renewal of a Letter of Credit that would cause the expiration date of such Letter of Credit to extend beyond the Maturity Date, after all amounts drawn or able to be drawn under Letters of Credit then outstanding and no notice or request have been reimbursed by or consent from the Majority Lenders shall be required. (c) For purposes Borrower or, in the case of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit an excess of the Issuing Banks and the LendersRevolving Credit Exposure, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from after such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agentexcess has been eliminated.

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent or the Required Lenders, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Maturity Cash Collateralization Date, there are any Letters Letter of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans in the amount of the then Outstanding Amount of all L/C Obligations (determined as of the date of such L/C Borrowing or the L/C Cash Collateralization Date, as the case may be) and to the extent of unavailability of Base Rate Loans, the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. (b) If any Event all L/C Obligations. In the event that the Borrower is deemed to have requested a Borrowing of Default shall occur and be continuing and the Base Rate Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that on the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the BorrowerCollateralization Date, the Borrower shall immediately hereby authorizes the L/C Issuer and the Administrative Agent to deposit the proceeds of such borrowing directly into a deposit account with the Administrative Agent in order the Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) L/C Obligations. For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably CHAR1\1461780v16 satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, non interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of with the Administrative Agent.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the such Letters of Credit Outstanding.. 10-Q (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Letter of Credit Issuers (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuers and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCCUniform Commercial Code) of the Administrative Agent.

Cash Collateral. (a) Upon the written request of the Majority Required Revolving Credit Lenders if, as of the Revolving L/C Maturity Date, (i) there are any Revolving Letters of Credit OutstandingOutstanding or (ii) the provisions of Section 2.16(b)(ii) are in effect, the Borrower shall immediately promptly Cash Collateralize the then Revolving Letters of Credit OutstandingOutstanding (determined in the case of Cash Collateral provided pursuant to clause (ii) above, after giving effect to Section 2.16(b)(i)). (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Required Revolving Credit Lenders may require that the Revolving L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, Revolving Letter of Credit Issuers as collateral for the Revolving L/C Obligations, cash or deposit account balances (“Cash Collateral”) in an amount equal to 100% of the amount of the Revolving Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent Agent, the Borrower and the relevant Issuing Bank Revolving Letter of Credit Issuers (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such term terms have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsRevolving Letter of Credit Issuers, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingdocumentation in form and substance reasonably satisfactory to the Administrative Agent, the Revolving Letter of Credit Issuers (which documents are hereby consented to by the Revolving Credit Lenders). Such cash Collateral collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under Administrative Agent (with the “control” (as defined in Section 9-104 interest accruing for the benefit of the UCC) Borrower). Table of the Administrative Agent.Contents

Cash Collateral. (a) Upon The Borrower shall maintain the request Cash Collateral-A2 Account at all times that any portion of the Majority Lenders if, as Term Loan A2 shall remain outstanding. The Borrower shall maintain the Cash Collateral-A3 Account at all times that any portion of the L/C Maturity Term Loan A3 shall remain outstanding. The Borrower shall maintain such other Cash Collateral Accounts established in connection with new term loans pursuant to Section 2.1(b)(iii). (I) The Borrower shall, at all times, maintain Permitted Cash Collateral-A2 in the Cash Collateral-A2 Account with a value greater than or equal to the following (the “Required Collateral-A2 Amount”): (A) during the period commencing with the Initial Draw Date for the Term Loan A2 and ending on the date that is three months after such Initial Draw Date, there are 100% of the outstanding principal amount of the Term Loan A2 and (B) after such time period, (i) if all Permitted Cash Collateral-A2 is comprised entirely of Tier 1 Permitted Cash Collateral, 100.25% of the outstanding principal amount of the Term Loan A2, (ii) if Permitted Cash Collateral-A2 is not comprised entirely of Tier 1 Permitted Cash Collateral but is not comprised of any Letters Tier 3 Permitted Cash Collateral, 100.5% of Credit Outstandingthe outstanding principal of the Term Loan A2 or (iii) if any Permitted Cash Collateral-A2 is comprised of any Tier 3 Permitted Cash Collateral, 101% of the outstanding principal of the Term Loan A2. If, at any time, the Required Collateral-A2 Amount exceeds the value of the Permitted Cash Collateral-A2, the Borrower shall immediately deposit additional Permitted Cash Collateralize Collateral-A2 into the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in Cash Collateral-A2 Account to eliminate such excess. In accordance with Section 11, the Majority Lenders may require that terms of the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the BorrowerAccount Control Agreement-A2, the Borrower shall immediately direct the investment of items deposited into the Cash Collateralize the Letters Collateral-A2 Account; provided, that all Cash Collateral shall consist of Credit then outstanding and no notice Permitted Cash Collateral-A2 at all times. The Borrower shall treat all income, gains or request by or consent losses from the Majority Lenders shall be required. (c) For purposes investment of this Agreementitems in the Cash Collateral-A2 Account as its own income or loss, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of Lenders shall have no liability for any such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agentgain or loss.

Cash Collateral. If (ai) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur occurs and be is continuing and the Loans shall have been accelerated in accordance with Section 11, Required Lenders require the Majority Lenders may require that the Borrower to Cash Collateralize its L/C Obligations be Cash Collateralized; provided that, upon the occurrence of pursuant to Section 8.02(c) or (ii) an Event of Default referred to in set forth under Section 11.5 with respect to 8.01(f) occurs and is continuing, or (iii) for any reason, any Letter of Credit is outstanding at the Borrowertime of termination of the Revolving Credit Commitments or as of the Letter of Credit Expiration Date, then the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default) on such date of termination of the Revolving Credit Commitments or such Letter of Credit then outstanding Expiration Date, as the case may be, and no shall do so not later than 2:00 p.m. on (x) in the case of the immediately preceding clause (i), (1) the Business Day on which the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 noon or request by or consent from (2) if clause (1) above does not apply, the Majority Lenders shall be required. Business Day immediately following the day on which the Borrower receives such notice and (cy) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks relevant L/C Issuer and the Appropriate Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be (“Cash Collateralized (the “Required Cash Collateral AmountCollateral”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Appropriate Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuers and the Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blockedblocked accounts at the Administrative Agent and may be invested in readily available Cash Equivalents selected by the Administrative Agent in its sole discretion. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, interest bearing deposit accounts established by such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent that the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and in so long as no Event of Default has occurred and is continuing, the name of excess shall be refunded to the Borrower. In the case of clauses (i) and (ii) above, but under if such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the “control” (as defined in Section 9-104 amount of any Cash Collateral shall be refunded to the UCC) of the Administrative AgentBorrower.

Cash Collateral. (a) Upon In order to induce the request Agent and the Lenders to consent to the Perris Sale/Leaseback, and as a condition precedent to the effectiveness of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstandingsuch consent, the Borrower shall Borrowers have agreed to deposit $7,500,000 in immediately Cash Collateralize available funds with the Letters Agent (such funds, together with all other assets and property at any time deposited in or credited to the Securities Account (as defined below), and all proceeds of Credit Outstanding. such funds and other assets and property (b) If any Event of Default shall occur and be continuing and including, without limitation, all dividends or other income resulting from the Loans shall have been accelerated in accordance with Section 11Agent’s investment thereof), collectively, the Majority Lenders may require that the L/C Obligations be “Cash Collateralized; provided thatCollateral”), upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately which Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders Collateral shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to held by the Administrative Agent, for the benefit of the Issuing Banks itself and the Lenders, as collateral for the L/C Obligations, cash or deposit in a securities account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Securities Account”) maintained by the Agent with Xxxxx Fargo Institutional Securities, LLC (“WFI”) as security for the Borrowers’ payment and performance of the Obligations. The Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms be funded by application of credit support (including any backstop letter of credit) in a face amount equal to 105% portion of the Required Release Amount pursuant to Section 2 hereof. Neither Borrower shall have the right to receive or withdraw any Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, until the Obligations are repaid in each case under clause (i) and (ii) above pursuant to documentation full in form and substance reasonably satisfactory to the Administrative Agent cash and the relevant Issuing Bank (which documents are hereby consented to by the Lenders)Credit Agreement has terminated. Derivatives of such term have corresponding meanings. The Each Borrower hereby confirms the Agent’s continuing security interest in the Cash Collateral and, for the elimination of doubt, hereby grants to the Administrative Agent, for the benefit of the Issuing Banks itself and the L/C ParticipantsLenders, a security interest in all of such cashBorrower’s respective right, deposit accounts title and all balances therein interest in and all proceeds to the Cash Collateral as security for the Obligations. The Borrowers acknowledge and agree that, while a Default or Event of Default exists, the Agent may from time to time liquidate or otherwise dispose of the foregoing. Such cash Cash Collateral and apply all or any portion of the Cash Collateral to the Obligations without prior notice to either Borrower; provided, however, following each application of all or any portion of the Cash Collateral to the Obligations, the Agent agrees to give the Borrowers prompt notice thereof (but neither the Agent nor any Lender shall be maintained liable to either Borrower for any delay or failure in blocked, interest bearing deposit accounts established by providing any such notice). The Borrowers hereby expressly authorize the Agent to invest and reinvest the Cash Collateral in the name Xxxxx Fargo Advantage Prime Investment Money Market Funds (Ticket Symbol: PIIXX). None of the BorrowerAgent, but under any Lender or WFI shall be responsible or liable to the “control” (as defined Borrowers in Section 9-104 any respect for the selection, quality or maturity of such investments, for the timely investment or reinvestment of the UCC) of the Administrative AgentCash Collateral, or for any losses incurred with respect thereto.

Cash Collateral. (a) Upon the request of the Majority Lenders ifAdministrative Agent, as of if the --------------- L/C Maturity Date, there are Issuer has honored any Letters full or partial drawing request under any Letter of Credit Outstandingand such drawing has resulted in an L/C Borrowing, the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the all L/C Obligations be Cash Collateralized; provided thatin an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing. Additionally, upon the occurrence of an Event of Default referred to in Section 11.5 with respect if 7 days prior to the BorrowerMaturity Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit then outstanding and no notice or request by or consent from all L/C Obligations in an amount equal to such Outstanding Amount determined as of the Majority Lenders shall be required. (c) date 7 days prior to the Maturity Date. For purposes of this Agreementhereof, “"Cash Collateralize” shall mean " means to (i) pledge and deposit with or deliver to the ------------------ Administrative Agent, for the benefit of the Issuing Banks L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts established by and in the name at Bank of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentAmerica.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (bi) If any Event of Default shall occur occurs and be is continuing and the Loans shall have been accelerated in accordance with Section 11Administrative Agent or the Required Lenders, as applicable, require the Majority Lenders may require that Borrowers to Cash Collateralize the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of pursuant to Section 8.02(c) or (ii) an Event of Default referred to in set forth under Section 11.5 with respect to 8.01(f) occurs and is continuing, then the Borrower, the Borrower Borrowers shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit then outstanding all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default), and no shall do so not later than 2:00 p.m. on (x) in the case of the immediately preceding clause (i), (1) the Business Day that the Borrowers receive notice thereof, if such notice is received on such day prior to 12:00 Noon, or request by or consent from (2) if clause (1) above does not apply, the Majority Lenders shall be required. Business Day immediately following the day that the Borrowers receive such notice and (cy) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be (“Cash Collateralized (the “Required Cash Collateral AmountCollateral”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Each Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit blocked accounts established by at the Administrative Agent and may be invested in readily available Cash Equivalents. If at any time the name Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the BorrowerSecured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, but under the “control” (as defined in Section 9-104 of the UCC) of Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrowers. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has 95159948_7 occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be refunded to the Borrowers.

Cash Collateral. Notwithstanding the foregoing provisions of this Section 2.06, if at any time the mandatory prepayment of Loans pursuant to Section 2.06(d) or, 2.06(e) or 2.06(f) would result, after giving effect to the procedures set forth above, in any Borrower incurring breakage costs under Section 3.05 as a result of Loans being prepaid other than on the last day of an Interest Period applicable thereto (athe “Affected Eurodollar Loans”), then Company may in its sole discretion initially deposit a portion (up to 100%) Upon the request of the Majority Lenders if, as amounts that otherwise would have been paid in respect of the L/C Maturity Date, there are any Letters of Credit Outstanding, Affected Eurodollar Loans with the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. Administrative Agent (b) If any Event of Default shall occur and which deposit must be continuing and the Loans shall have been accelerated equal in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect amount to the Borrower, amount of Affected Eurodollar Loans not immediately prepaid) to be held as security for the Borrower obligations of the Company hereunder pursuant to a cash collateral agreement (which shall immediately permit investments in Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver Equivalents satisfactory to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required ) to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation entered into in form and substance reasonably satisfactory to the Administrative Agent and (which agreement shall provide for the payment of interest to the Company in respect of such deposit), with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Issuing Bank Loans (which documents are hereby consented to or such earlier date or dates as shall be requested by the LendersCompany). Derivatives , to repay an aggregate principal amount of such term have corresponding meanings. The Borrower hereby grants Loans equal to the Administrative AgentAffected Eurodollar Loans not initially repaid pursuant to this sentence. Notwithstanding anything to the contrary contained in the immediately preceding sentence, all amounts deposited as cash collateral pursuant to the immediately preceding sentence shall be held for the benefit of the Issuing Banks Lenders whose Loans would otherwise have been immediately repaid with the amounts deposited and upon the L/C Participantstaking of any action by the Administrative Agent or the Lenders pursuant to the remedial provisions of Section 8.02, a security interest in all such cashany amounts held as cash collateral pursuant to this Section 2.06(i) shall, deposit accounts and all balances therein and all proceeds subject to the requirements of applicable law, be immediately applied to the foregoingrelevant Loans. Such cash Collateral shall be maintained in blockedUntil actually applied to the repayment of Loans, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agentshall continue to accrue thereon.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (bi) If any Event of Default shall occur occurs and be is continuing and the Loans shall have been accelerated in accordance with Section 11Administrative Agent or the Required Lenders, as applicable, require the Majority Lenders may require that Borrower to Cash Collateralize the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of pursuant to Section 8.02(c) or (ii) an Event of Default referred to in set forth under Section 11.5 with respect to the Borrower8.01(f) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit then outstanding all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default), and no shall do so not later than 2:00 p.m. on (x) in the case of the immediately preceding clause (i), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, or request by or consent from (2) if clause (1) above does not apply, the Majority Lenders shall be required. Business Day immediately following the day that the Borrower receives such notice and (cy) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be (“Cash Collateralized (the “Required Cash Collateral AmountCollateral”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit blocked accounts established by at the Administrative Agent and may be invested in readily available Cash Equivalents. If at any time the name Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the BorrowerSecured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, but under the “control” (as defined in Section 9-104 of the UCC) of Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral NEWYORK 8648768 (2K) exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be refunded to the Borrower.

Cash Collateral. Company shall establish and maintain a pledge of cash collateral in an amount of least $5,000,000 at all times (a) Upon the request of the Majority Lenders if“Cash Collateral”), as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect subject to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding following terms and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to conditions: (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or Cash Collateral shall be held in a deposit account balances in or securities account maintained at Xxxxx Fargo Bank, National Association or an amount equal to the amount affiliate of the Letters of Credit Outstanding required to be Cash Collateralized Xxxxx Fargo (the “Required Cash Collateral AmountAccount”) or ); (ii) if to secure the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretionIndebtedness, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower Company hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, Xxxxx Fargo a security interest in all such cashof Company’s right, deposit accounts title, and interest in and to the Cash Collateral, the Cash Collateral Account, all interest that accrues (if any) on the Cash Collateral, and all balances therein products and proceeds thereof, in each case whether now existing or hereafter arising; (iii) Company shall have no access to the Cash Collateral or the Cash Collateral Account (i.e., the Cash Collateral Account shall be deemed “blocked”), until this Agreement has been terminated and all proceeds of Indebtedness has been paid in full; (iv) any interest (if any) that may accrue on the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and held in the name Cash Collateral Account, and shall itself be deemed to be Cash Collateral; (v) during any Default Period, Xxxxx Fargo may, in Xxxxx Fargo’s sole discretion, apply all or any portion of the BorrowerCash Collateral to the Indebtedness; (vi) the Cash Collateral, but Cash Collateral Account, all interest that accrues (if any) on the Cash Collateral, and all products and proceeds thereof shall be deemed to be “Collateral” under this Agreement and the “control” other Loan Documents; (vii) Company shall not have any right to access the foregoing collateral so long as defined this Agreement is in Section 9-104 effect or any Indebtedness remains outstanding, Company shall not transfer (or attempt to transfer) any such collateral to any Person, and Company shall keep such collateral free and clear of all Liens (except in favor Xxxxx Fargo); and (viii) Company shall execute and/or deliver any instruments, documents, assignments, security agreements, control agreements, financing statements, and any other agreement that Xxxxx Fargo may request to evidence, maintain, perfect, and/or ensure the first priority of Xxxxx Fargo’s security interest in the foregoing collateral; provided that failure to execute or deliver any such items shall not affect the foregoing grant of the UCC) of security interest in the Administrative Agentforegoing collateral, and Xxxxx Fargo shall be deemed to have a duly perfected and first priority security interest in all such collateral at all times.”

Cash Collateral. (ai) Upon the request of the Majority Lenders Administrative Agent if, as of the Letter of Credit Expiration Date, any L/C Maturity Date, there are Obligation for any Letters of Credit Outstandingreason remains outstanding, the Borrower shall immediately promptly Cash Collateralize the Letters then Outstanding Amount of Credit Outstandingall L/C Obligations. (bii) If any Event of Default shall occur Sections 2.12(d) and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be 7.01 set forth certain additional requirements to deliver Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) Collateral hereunder. For purposes of this AgreementSection 2.05, Section 2.12(d) and Section 7.01, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks L/C Issuer and the Revolving Facility Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer and the Revolving Facility Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Except as otherwise agreed to by the Administrative Agent, Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts established at Deutsche Bank. Such deposit shall be held by the Collateral Agent as collateral for the payment and in the name performance of the BorrowerL/C Obligations. The Collateral Agent shall have exclusive dominion and control, but including the exclusive right of withdrawal, over such account. Moneys in such account shall be applied by the Collateral Agent to reimburse the L/C Issuer immediately for drawings under the “control” (as defined in Section 9-104 applicable Letters of Credit and, if the maturity of the UCCLoans has been accelerated, to satisfy the L/C Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to this Section 2.05 or Section 2.12(d), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower upon demand; provided that, after giving effect to such return, (i) the aggregate amount of Revolving Facility Credit Exposure shall not exceed the amount of Revolving Facility Commitments and (ii) no Event of Default shall have occurred and be continuing. If the Borrower is required to deposit an amount of cash collateral hereunder pursuant to Section 2.12(d) interest or profits thereon (to the extent not applied as aforesaid) shall be returned to the Borrower after the full amount of such deposit has been applied by the Collateral Agent to reimburse the L/C Issuer for drawings under Letters of Credit. The Borrower hereby pledges and assigns to the Collateral Agent, for its benefit and the benefit of the Administrative AgentSecured Parties, the cash collateral account established hereunder (and all monies and investments held therein) to secure the Obligations.

Cash Collateral. (a) Upon The Company shall have pledged to the request Bank at all times until the Final Termination Date an amount in cash, or with the consent of the Majority Lenders ifBank (which it may or may not give in its sole discretion), as to not more than twenty-five percent (25%) of the L/C Maturity Daterequired amount, there are any Letters of Credit Outstandinginvestments in money market funds approved by Bank (such cash and other amounts, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreementcollectively, “Cash Collateralize” shall mean to (iCollateral”) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an aggregate amount at least equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingLC Exposure. Such cash Cash Collateral shall be maintained in blockedan account or accounts of the Company at the Bank or at a securities intermediary satisfactory to the Bank (collectively, interest bearing “Pledged Accounts”) subject to a pledge agreement or pledge agreements and control agreements (with the applicable securities intermediary) in form and substance satisfactory to the Bank (collectively, “Pledge Agreement”) . If at any time the amount of the Cash Collateral is less than the LC Exposure, the Company shall immediately deposit accounts established by and additional Cash Collateral in the name form of cash with the Bank and shall execute and deliver to the Bank an additional Pledge Agreement (or amendment to existing Pledge Agreement) as the Bank may require in regard thereto. Such Cash Collateral shall secure the payment and performance of the BorrowerObligations. The Bank shall have exclusive dominion and control, but under including the “control” (as defined exclusive right of withdrawal, over the Pledged Accounts. Moneys and other assets in Section 9-104 the Pledged Accounts may be applied by the Bank at any time to reimburse itself for LC Disbursements for which it has not been reimbursed or to pay any other Obligations. Interest earned on amounts in the Pledged Accounts shall accumulate in the Pledged Accounts and shall become part of the UCC) Cash Collateral; provided, however, that, at the written request of the Administrative AgentCompany, made not more often than once per calendar month, so long as the Company is in compliance with the provisions of this Section 5.12 and no Default or Event of Default otherwise exists, the Bank shall pay to the Company any amount then on deposit in the Pledged Accounts which is in excess of the LC Exposure.

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Maturity Letter of Credit Expiration Date, there are any Letters Letter of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the all L/C Obligations be Cash Collateralized; provided that, upon (in an amount equal to such Outstanding Amount determined as of the occurrence date of an Event of Default referred to in Section 11.5 with respect to such L/C Borrowing or the Borrower, the Borrower shall immediately Cash Collateralize the Letters Letter of Credit then outstanding and no notice or request by or consent from Expiration Date, as the Majority Lenders shall be required. (c) case may be). For purposes of this Agreementhereof, “"Cash Collateralize” shall mean " means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral Cash collateral shall be maintained in blocked, interest bearing deposit accounts established by held at the Administrative Agent and in amounts of cash collateral deposited pursuant to the name terms hereof which are, pursuant to the terms of this Agreement, subsequently returned to the Borrower, but under shall include interest on such amounts from the “control” (as defined in Section 9-104 date deposited; provided, that the amount of such interest to be returned to the UCC) of Borrower shall be determined by the Administrative AgentAgent and such determination shall be conclusive and binding in the absence of manifest error.

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Maturity Letter of Credit Expiration Date, there are any Letters Letter of Credit Outstandingfor any reason remains outstanding and partially or wholly undrawn, the Borrower Company shall immediately Cash Collateralize the Letters then Effective Amount of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the all L/C Obligations be Cash Collateralized; provided that, upon (in an amount equal to such Effective Amount determined as of the occurrence date of an Event of Default referred to in Section 11.5 with respect to such L/C Borrowing or the Borrower, the Borrower shall immediately Cash Collateralize the Letters Letter of Credit then outstanding and no notice or request by or consent from Expiration Date, as the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver case may be). The Company hereby grants to the Administrative Agent, for its own benefit and for the benefit of the Issuing Banks L/C Issuer and the Lenders, a Lien on all such cash and deposit account balances described in the definition of “Cash Collateralize” as collateral security for the L/C Obligations. Cash Collateral shall be maintained in blocked, interest bearing deposit accounts at Xxxxx Fargo Bank or in accordance with other arrangements reasonably satisfactory to the Administrative Agent, which accounts, in any case, are the subject of control agreements pursuant to which the Administrative Agent has “control” as such term is used in the Uniform Commercial Code, sufficient to perfect a security interest in such cash collateral. The Lien held by the Administrative Agent in such Cash Collateral to secure the L/C Obligations shall be released upon the satisfaction of each of the following conditions: (1) no Letters of Credit shall be outstanding, (2) all L/C Obligations shall have been repaid in full and (3) no Event of Default or deposit account balances Unmatured Event of Default shall have occurred and be continuing. The Administrative Agent also may require the Company to immediately Cash Collateralize the L/C Obligations in an amount equal to the then Effective Amount thereof if any Event of Default occurs and is continuing, as provided in Section 8.2(c). If at any time the amount of Cash Collateral exceeds 102% of the then Effective Amount of all L/C Obligations, and provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, at the Company’s request, the Administrative Agent shall release Cash Collateral in an amount equal to such excess, and its Lien thereon, to the Company. (b) In addition to the provisions set forth in subsection 2.7.7(a), if at any time during which one or more Letters of Credit Outstanding required to be Cash Collateralized (are outstanding, any Lender is at such time a Deteriorating Lender, then no later than five Business Days after written demand thereof from the “Required L/C Issuer, the Deteriorating Lender shall provide the Administrative Agent with Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably similar security satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives in its sole discretion) in respect of such term have corresponding meaningsDeteriorating Lender’s Total Pro Rata Share of the then Effective Amount of all L/C Obligations. The Borrower Deteriorating Lender hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer, a security interest in all such cash, deposit accounts and all balances therein Cash Collateral and all proceeds of the foregoing. Such cash If at any time the Administrative Agent determines that any Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by is subject to any right or claim of any Person other than the Administrative Agent (and in such Deteriorating Lender) or that the name total amount thereof is less than such Deteriorating Lender’s Total Pro Rata Share of the Borrowerthen Effective Amount of all L/C Obligations, but under the “control” (as defined in Section 9-104 of the UCC) of Deteriorating Lender will, promptly upon demand by the Administrative Agent, pay or deliver to the Administrative Agent additional Cash Collateral in an amount equal to the excess of (x) such Deteriorating Lender’s Total Pro Rata Share of the then Effective Amount of all L/C Obligations over (y) the total amount of Cash Collateral that the Administrative Agent determines to be free and clear of any such right or claim. Upon the drawing of any Cash Collateral, such funds shall be applied, to the extent permitted under applicable Governmental Rules, to reimburse the L/C Issuer solely to the extent the Company otherwise fails to satisfy its obligation to reimburse the L/C Issuer in respect of such drawing; provided such Cash Collateral will be released back to the Deteriorating Lender when and to the extent such Deteriorating Lender’s obligations are reduced or eliminated, whether as a result of an assignment of such Deteriorating Lender’s Commitment, or a reduction in or termination of such Letters of Credit, or such Lender ceases to be a Deteriorating Lender or otherwise.

Cash Collateral. In order to secure ESPV’s obligation to purchase Participation Interests in Subsequent Advances to be made in Participated Accounts, ESPV shall maintain cash collateral with RB as set forth in this Section 2(m) (a) Upon the request “Cash Collateral”). The amount of the Majority Lenders ifCash Collateral shall be determined on the last day of each calendar month, as [****] of the L/C Maturity Datesum of the maximum amounts of Subsequent Advances that may then be advanced under the Participated Accounts; provided that the amount of Cash Collateral shall be not less than [****] [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, there are any Letters MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. or greater than [****] (the “Target Collateral Amount”). Within three (3) Business Days after the end of Credit Outstandingeach calendar month, ESPV shall wire to RB the Borrower positive difference (if any), and RB shall immediately Cash Collateralize wire to ESPV the Letters of Credit Outstanding. negative difference (b) If any Event of Default shall occur and be continuing if any), between the Target Collateral Amount and the Loans shall have been accelerated actual Cash Collateral amount held by RB at the end of the applicable month. To the extent that ESPV fails to purchase and pay the Purchase Price of any Participation Interest in a Subsequent Advance in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes terms of this Agreement, “RB shall be entitled to use the Cash Collateralize” Collateral, after delivering written notice to ESPV, to satisfy ESPV’s obligation to pay the Purchase Price with respect to such Participation Interests. Upon termination of this Agreement, RB shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required promptly return any remaining Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentESPV.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred Any attempt by Debtor to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, use “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “controlCollateral” (as defined in Section 9-104 363 of the UCCBankruptcy Code) shall be subject to the prior entry of an order pursuant to Section 363 of the Bankruptcy Code (“Cash Collateral Order”) specifically incorporating the principal terms set forth on Schedule 14(B) attached hereto and the Debtor shall under no circumstances seek to use Cash Collateral other than on the terms provided in this Agreement. Any such Cash Collateral Order shall permit the use of Cash Collateral only until the earliest to occur of: (i) a Default under any of the provisions of this Agreement or the Loan Documents (other than a Default occasioned solely by the bankruptcy of Debtor), (ii) the appointment of a Chapter 11 trustee or examiner in Debtor’s case, (iii) the dismissal of Debtor’s case or its conversion to a case under Chapter 7 of the Bankruptcy Code, or (iv) the entry of an order modifying or terminating the automatic stay or prohibiting the further use of cash collateral. Upon the occurrence of any of the events described in (i) through (iv) of the Administrative Agentpreceding sentence, Debtor’s ability to use Cash Collateral shall terminate immediately and automatically; such termination shall not, however, affect or impair the rights, interests or liens granted to you under this Agreement or the other Loan Documents. All existing and future revenue and cash shall constitute Cash Collateral, subject to your cxxxxx, fully perfected and presently enforceable liens and security interests, and, to the extent they are used and consumed by Debtor after filing of the petition or entry of the order for relief, Debtor specifically agrees that they are collateral for your secured claims under Section 506 of the Bankruptcy Code in the amount so used. To the extent it is determined that Section 552(a) of the Bankruptcy Code applies to limit your interest under the Loan Documents and this Agreement you shall be deemed to have, as adequate protection for the use of Cash Collateral, a continuing perfected protection for the use of Cash Collateral, a continuing perfected post-bankruptcy lien and security interest in all Collateral, and all revenue and cash, whether derived from operations prior to or subsequent to or the filing of a voluntary of involuntary petition for relief with respect to Debtor. As further adequate protection for Debtor’s use of Cash Collateral, Debtor shall maintain at all times an adequate and appropriate amount and type of coverage of insurance, including endorsements issued therewith covering the Collateral in amounts not less than that required under the Loan Documents. To the extent that the collateral securing your claims in Debtor’s bankruptcy case is deemed or proves to be insufficient to pay your claims in full, your secured claims shall be deemed to have been inadequately protected by the provisions of the Cash Collateral Order, and they shall therefore have administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code, which superpriority shall be equal to the priority provided under the provisions of Section 364(c)(l) of the Bankruptcy Code over all other costs and administrative expenses incurred in the case of the kind specified in, or ordered pursuant to, Sections 105, 326, 327, 330, 331, 503(b), 506(c), 507(a), 507(b) or 726 of the Bankruptcy Code and shall at all times be senior to the rights of Debtor or any successor trustee in the resulting bankruptcy proceeding or any subsequent proceeding under the Bankruptcy Code. During the pendency of Debtor’s bankruptcy, if it is determined that any of the rights granted hereunder or by any of the Loan Documents are security interests or liens, they shall be deemed perfected without the necessity of the filing of any documents or commencement of proceedings otherwise required under non-bankruptcy law for the perfection of security interests, with such perfection being binding upon any subsequently appointed trustee, either in Chapter 11 or under any other Chapter of the Bankruptcy Code, and upon other creditors of Debtor who have or may hereafter extend secured or unsecured credit to Debtor.

Cash Collateral. (ai) Upon the request of the Majority Lenders ifIf, as of the L/C Maturity Letter of Credit Expiration Date, there are any Letters Letter of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (bii) If if any Event of Default shall occur occurs and be is continuing and the Loans shall have been accelerated in accordance with Section 11Administrative Agent or the Lenders holding a majority of the Revolving Credit Commitments, as applicable, require the Majority Lenders may require that Borrower to Cash Collateralize the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of pursuant to Section 8.02(iii) or (iii) if an Event of Default referred to in set forth under Section 11.5 with respect to the Borrower8.01(f) occurs and is continuing, the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of all of its L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default or the Letter of Credit then outstanding Expiration Date, as the case may be), and no shall do so not later than 2:00 p.m. New York City time on (x) in the case of the immediately preceding clauses (i) through (iii), the next Business Day following the Business Day that the Borrower receives written notice thereof, and (y) in the case of the immediately preceding clause (iii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. At any time that there shall exist a Defaulting Lender, promptly upon the written request of the Administrative Agent or request the L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in a Dollar Equivalent amount sufficient to cover all Fronting Exposure (solely after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by or consent from the Majority Lenders shall be required. (c) Defaulting Lender). For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks relevant L/C Issuer and the Appropriate Lenders, as collateral for the L/C Obligations, cash cash, Cash Equivalents (if reasonably acceptable to the Administrative Agent and the applicable L/C Issuer) or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be (“Cash Collateralized (the “Required Cash Collateral AmountCollateral”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Appropriate Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuers and the Revolving Credit Lenders of the applicable Facility, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit blocked accounts established by at the Administrative Agent and may be invested in readily available Cash Equivalents (for the name benefit of the Borrower, but under ). If at any time the “control” Administrative Agent determines that any funds held as Cash Collateral are expressly subject to any right or claim of any Person other than the Administrative Agent (as defined in Section 9-104 on behalf of the UCCSecured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, promptly following written demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be promptly refunded to the Borrower. If at any time the Administrative Agent reasonably determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided or Liens described above, or that the total amount of such Cash Collateral is less than the Dollar Equivalent of the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly following written demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in a Dollar Equivalent amount sufficient to eliminate such deficiency.

Cash Collateral. Company shall establish and maintain a pledge of cash collateral in the amount of $5,000,000 (a) Upon the request of the Majority Lenders if“Cash Collateral”), as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect subject to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding following terms and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to conditions: (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or Cash Collateral shall be held in a deposit account balances in or securities account maintained at Xxxxx Fargo Bank, National Association or an amount equal to the amount affiliate of the Letters of Credit Outstanding required to be Cash Collateralized Xxxxx Fargo (the “Required Cash Collateral AmountAccount”) or ); (ii) if to secure the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretionIndebtedness, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower Company hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, Xxxxx Fargo a security interest in all such cashof Company’s right, deposit accounts title, and interest in and to the Cash Collateral, the Cash Collateral Account, all interest that accrues (if any) on the Cash Collateral, and all balances therein products and proceeds thereof, in each case whether now existing or hereafter arising; (iii) Company shall have no access to the Cash Collateral or the Cash Collateral Account (i.e., the Cash Collateral Account shall be deemed “blocked”), until this Agreement has been terminated and all proceeds of Indebtedness has been paid in full or except as provided below; (iv) any interest (if any) that may accrue on the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and held in the name Cash Collateral Account, and shall itself be deemed to be Cash Collateral; (v) during any Default Period, Xxxxx Fargo may, in Xxxxx Fargo’s sole discretion, apply all or any portion of the BorrowerCash Collateral to the Indebtedness; (vi) the Cash Collateral, but Cash Collateral Account, all interest that accrues (if any) on the Cash Collateral, and all products and proceeds thereof shall be deemed to be “Collateral” under this Agreement and the “control” other Loan Documents; (vii) except as defined provided below, Company shall not have any right to access the foregoing collateral so long as this Agreement is in effect or any Indebtedness remains outstanding, Company shall not transfer (or attempt to transfer) any such collateral to any Person, and Company shall keep such collateral free and clear of all Liens (except in favor Xxxxx Fargo); and (viii) Company shall execute and/or deliver any instruments, documents, assignments, security agreements, control agreements, financing statements, and any other agreement that Xxxxx Fargo may request to evidence, maintain, perfect, and/or ensure the first priority of Xxxxx Fargo’s security interest in the foregoing collateral; provided that failure to execute or deliver any such items shall not affect the foregoing grant of the security interest in the foregoing collateral, and Xxxxx Fargo shall be deemed to have a duly perfected and first priority security interest in all such collateral at all times. Notwithstanding any provision to the contrary herein, the Cash Collateral shall be released to Company upon satisfaction of the following conditions precedent: (a) Company shall deliver an Authenticated Record to Xxxxx Fargo each time Company requests a release of the Cash Collateral, which Authenticated Record shall specify the amount of Cash Collateral to be released and the date of such release of Cash Collateral (provided that such release date shall be at least three (3) Business Days after receipt by Xxxxx Fargo of the Authenticated Record requesting such release of Cash Collateral and not more than 10 days after receipt by Xxxxx Fargo of the Authenticated Record); (b) no Default Period shall be existing as of the date of any release of the Cash Collateral; (c) the Cash Collateral shall be released in three tranches: (x) the initial release of Cash Collateral shall not exceed $2,500,000, (y) the second release of Cash Collateral shall not exceed $1,250,000, and (z) the third release of Cash Collateral shall be the remaining balance of the Cash Collateral; (d) prior to the initial release of the Cash Collateral (in an amount of up to $2,500,000 as requested by Company), Xxxxx Fargo shall have received Company’s Form 10-Q filed with the United States Securities and Exchange Commission for the quarter ended September 30, 2010, and such 10-Q shall demonstrate that Company remained in compliance with the financial covenants set forth in Section 9-104 5.2 of this Agreement through (and including) September 30, 2010; (e) the second release of Cash Collateral (in an amount of up to $1,250,000 as requested by Company) shall occur on or after January 1, 2011, and only after each of the UCC) foregoing conditions precedent have been satisfied and, in addition, receipt by Xxxxx Fargo of the Administrative Agentfinancial statements of Company for the quarter ending December 31, 2010 and confirmation by Xxxxx Fargo that the financial covenants set forth in Section 5.2 of this Agreement have been satisfied through (and including) December 31, 2010; and (f) the third release of Cash Collateral (for the remaining balance of the Cash Collateral) shall occur on or after April 1, 2011, and only after each of the foregoing conditions precedent have been satisfied and, in addition, receipt by Xxxxx Fargo of the financial statements of Company for the quarter ending March 31, 2010 and confirmation by Xxxxx Fargo that the financial covenants set forth in Section 5.2 of this Agreement have been satisfied through (and including) March 31, 2010.”

Cash Collateral. Company shall establish and maintain a pledge of cash collateral in the amount of $5,000,000 (a) Upon the request of the Majority Lenders if“Cash Collateral”), as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect subject to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding following terms and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to conditions: (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or Cash Collateral shall be held in a deposit account balances in or securities account maintained at Xxxxx Fargo Bank, National Association or an amount equal to the amount affiliate of the Letters of Credit Outstanding required to be Cash Collateralized Xxxxx Fargo (the “Required Cash Collateral AmountAccount”) or ); (ii) if to secure the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretionIndebtedness, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower Company hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, Xxxxx Fargo a security interest in all such cashof Company’s right, deposit accounts title, and interest in and to the Cash Collateral, the Cash Collateral Account, all interest that accrues (if any) on the Cash Collateral, and all balances therein products and proceeds thereof, in each case whether now existing or hereafter arising; (iii) Company shall have no access to the Cash Collateral or the Cash Collateral Account (i.e., the Cash Collateral Account shall be deemed “blocked”), until this Agreement has been terminated and all proceeds of Indebtedness has been paid in full or except as provided below; (iv) any interest (if any) that may accrue on the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and held in the name Cash Collateral Account, and shall itself be deemed to be Cash Collateral; (v) during any Default Period, Xxxxx Fargo may, in Xxxxx Fargo’s sole discretion, apply all or any portion of the BorrowerCash Collateral to the Indebtedness (in any order selected by Xxxxx Fargo); (vi) the Cash Collateral, but Cash Collateral Account, all interest that accrues (if any) on the Cash Collateral, and all products and proceeds thereof shall be deemed to be “Collateral” under this Agreement and the “control” other Loan Documents; (vii) except as defined provided below, Company shall not have any right to access the foregoing collateral so long as this Agreement is in effect or any Indebtedness remains outstanding, Company shall not transfer (or attempt to transfer) any such collateral to any Person, and Company shall keep such collateral free and clear of all Liens (except in favor Xxxxx Fargo); and (viii) Company shall execute and/or deliver any instruments, documents, assignments, security agreements, control agreements, financing statements, and any other agreement that Xxxxx Fargo may reasonably request to evidence, maintain, perfect, and/or ensure the first priority of Xxxxx Fargo’s security interest in the foregoing collateral; provided that failure to execute or deliver any such items shall not affect the foregoing grant of the security interest in the foregoing collateral, and Xxxxx Fargo shall be deemed to have a duly perfected and first priority security interest in all such collateral at all times. Notwithstanding any provision to the contrary herein, the Cash Collateral shall be released to Company subject to the following terms (including upon satisfaction of the following conditions precedent): (a) Company shall deliver an Authenticated Record to Xxxxx Fargo each time Company requests a release of the Cash Collateral, which Authenticated Record shall specify the amount of Cash Collateral to be released and the date of such release of Cash Collateral (provided that such release date shall be at least three (3) Business Days after receipt by Xxxxx Fargo of the Authenticated Record requesting such release of Cash Collateral and not more than 10 days after receipt by Xxxxx Fargo of the Authenticated Record); (b) no Default Period shall be existing as of the date of any release of the Cash Collateral; (c) the Cash Collateral shall be released in two tranches: (x) the initial release of Cash Collateral shall not exceed $2,500,000, and (y) the second release of Cash Collateral shall be the remaining balance of the Cash Collateral; (d) prior to the initial release of the Cash Collateral (in an amount of up to $2,500,000 as requested by Company), Xxxxx Fargo shall have received Company’s Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission for two consecutive quarters ending on or after September 30, 2015, and such reports shall demonstrate that (x) Company remained in compliance with the financial covenants set forth in Section 9-104 5.2 of this Agreement at all times, and (y) Company’s Adjusted EBITDA for each such quarter was equal to or greater than $1.00; and (e) the second release of Cash Collateral (for the remaining balance of the UCCCash Collateral) shall occur on or after December 31, 2015, and only after each of the Administrative Agentforegoing conditions precedent have been satisfied and, in addition, receipt by Xxxxx Fargo of the audited financial statements of Company for a fiscal year ending on or after December 31, 2015, and confirmation by Xxxxx Fargo that Company (x) remained in compliance with the financial covenants set forth in Section 5.2 of this Agreement at all times, and (y) Company’s Adjusted EBITDA for any such fiscal year was equal to or greater than $1.00.” 1.6 Section 5.29

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Any attempt by Debtor to use "Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” Collateral" (as defined in Section 9-104 363 of the UCCBankruptcy Code) shall be subject to the prior entry of an order pursuant to Section 363 of the Bankruptcy Code ("Cash Collateral Order") specifically incorporating the principal terms set forth on Schedule 16(B) attached hereto and the Debtor shall under no circumstances seek to use Cash Collateral other than on the terms provided in this Agreement. Any such Cash Collateral Order shall permit the use of Cash Collateral only until the earliest to occur of: (i) a Default under any of the provisions of this Agreement or the Loan Documents (other than a Default occasioned solely by the bankruptcy of Debtor), (ii) the appointment of a Chapter 11 trustee or examiner in Debtor's case, (iii) the dismissal of Debtor's case or its conversion to a case under Chapter 7 of the Bankruptcy Code, or (iv) the entry of an order modifying or terminating the automatic stay or prohibiting the further use of cash collateral. Upon the occurrence of any of the events described in (i) through (iv) of the Administrative Agentpreceding sentence, Debtor's ability to use Cash Collateral shall terminate immediately and automatically; such termination shall not, however, affect or impair the rights, interests or liens granted to you under this Agreement or the other Loan Documents. All existing and future revenue and cash shall constitute Cash Collateral, subject to your xxxxxx, fully perfected and presently enforceable liens and security interests, and, to the extent they are used and consumed by Debtor after filing of the petition or entry of the order for relief, Debtor specifically agrees that they are collateral for your secured claims under Section 506 of the Bankruptcy Code in the amount so used. To the extent it is determined that Section 552(a) of the Bankruptcy Code applies to limit your interest under the Loan Documents and this Agreement you shall be deemed to have, as adequate protection for the use of Cash Collateral, a continuing perfected protection for the use of Cash Collateral, a continuing perfected post-bankruptcy lien and security interest in all Collateral, and all revenue and cash, whether derived from operations prior to or subsequent to or the filing of a voluntary of involuntary petition for relief with respect to Debtor. As further adequate protection for Debtor's use of Cash Collateral, Debtor shall maintain at all times an adequate and appropriate amount and type of coverage of insurance, including endorsements issued therewith covering the Collateral in amounts not less than that required under the Loan Documents. To the extent that the collateral securing your claims in Debtor's bankruptcy case is deemed or proves to be insufficient to pay your claims in full, your secured claims shall be deemed to have been inadequately protected by the provisions of the Cash Collateral Order, and they shall therefore have administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code, which superpriority shall be equal to the priority provided under the provisions of Section 364(c)(1) of the Bankruptcy Code over all other costs and administrative expenses incurred in the case of the kind specified in, or ordered pursuant to, Sections 105, 326, 327, 330, 331, 503(b), 506(c), 507(a), 507(b) or 726 of the Bankruptcy Code and shall at all times be senior to the rights of Debtor or any successor trustee in the resulting bankruptcy proceeding or any subsequent proceeding under the Bankruptcy Code. During the pendency of Debtor's bankruptcy, if it is determined that any of the rights granted hereunder or by any of the Loan Documents are security interests or liens, they shall be deemed perfected without the necessity of the filing of any documents or commencement of proceedings otherwise required under non-bankruptcy law for the perfection of security interests, with such perfection being binding upon any subsequently appointed trustee, either in Chapter 11 or under any other Chapter of the Bankruptcy Code, and upon other creditors of Debtor who have or may hereafter extend secured or unsecured credit to Debtor.

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Maturity Letter of Credit Expiration Date, there are any Letters Letter of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the all L/C Obligations (in an amount equal to the Dollar Equivalent of such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). The Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be Cash Collateralizedprovided in order to protect against the results of exchange rate fluctuations; provided thatand, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrowersuch request, the Borrower shall immediately provide such additional Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) Collateral. For purposes of this Agreementhereof, “"Cash Collateralize” shall mean " means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be (collectively, "Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretionCollateral"), other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts established by and in the name at Bank of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentAmerica.

Cash Collateral. (a) Upon the request of the Majority Lenders ifThe Agent will cause Creditanstalt-Bankverein, as of its agent, to establish and maintain on its books at an office in New York City a cash collateral account entitled "TPW Cash Collateral Account" (the L/C Maturity Date, there are any Letters of Credit Outstanding, "Cash Collateral Account") which shall be subject to debit and withdrawal solely by the Borrower shall immediately Cash Collateralize the Letters of Credit OutstandingAgent as provided herein. (b) If any Event of Default shall occur and be continuing and Pledgors are, on the Loans shall have been accelerated in accordance date hereof, depositing One Million Dollars ($1,000,000.00) with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect Agent for credit to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be requiredCollateral Account. (c) For purposes The funds in the Cash Collateral Account shall be deposited, in the first instance, in an interest-bearing account at the full branch of this AgreementCreditanstalt-Bankverein. After the Closing Date, “Cash Collateralize” shall mean the Pledgors may, once per year, direct the Agent to invest the funds in (i) short-term United States government obligations with a maturity not to exceed six months or (ii) a deposit account at the full branch of Creditanstalt-Bankverein provided, that DOC shall give written notice on or before the date which is two Business Days prior to the maturity of any investment as to the investment for the next two six-month periods. Whenever any investment hereunder shall become due, or otherwise would become due, on a day that is not a Business Day, such investment shall be deemed to mature on the next Business Day. Failure by DOC to specify a different investment at the end of the second six-month period shall constitute authority for the Agent to continue the investment so maturing. All income earned on the balance in the Cash Collateral Account shall be paid to DOC semi- annually for distribution to the Pledgors so long as no Default under Article VII(b) and (c) of the Credit Agreement has occurred. (d) As collateral security for the prompt payment and performance of the Obligations, the Pledgors hereby pledge and deposit with or deliver grant a security interest in the Cash Collateral Account, all balances therein, all earnings thereon, and all proceeds thereof, to the Administrative Agent, Agent for the benefit of the Issuing Banks and Lenders. (e) The Agent shall apply amounts in the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree Account in its reasonable discretion, other forms accordance with Section 3 of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agentthis Agreement.

Cash Collateral. (ai) Upon the request of the Majority Lenders Administrative Agent, (x) if an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (y) if, as of (I) the L/C Maturity Date, there are any Letters Letter of Credit OutstandingExpiration Date or (II) a termination of the Commitments and an acceleration of the Borrower's obligations pursuant to Section 8.2, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately repay the then outstanding amount of all L/C Borrowings and/or Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes amount of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the all L/C Obligations, cash or deposit account balances as applicable (in an amount equal to the such outstanding amount determined as of the Letters date of such L/C Borrowing, the Letter of Credit Outstanding Expiration Date or date of termination of the Commitments and acceleration of the Borrower's obligations pursuant to Section 8.2, as the case may be, such amount to be applied in the manner set forth in Section 3.3(b)(iv)). (ii) Upon the (x) termination or expiration of any Letter of Credit, the Administrative Agent shall return and release the Borrower the amounts Cash Collateralized equal to the L/C Obligation associated with the terminated or expired Letter of Credit (but only to the extent that all remaining L/C Obligations that are then required to be Cash Collateralized (the “Required under this Credit Agreement are full Cash Collateral Amount”Collateralized) or (iiy) if the relevant Issuing Bank benefiting from such collateral shall agree payment in its reasonable discretion, other forms full in cash of credit support (including any backstop letter of credit) in a face amount equal to 105% all of the Required obligations owed under this Credit Agreement, the termination or cancellation of all Letters of Credit issued hereunder, and the termination of all commitments hereunder, the pledge, Lien and security interest granted hereby shall terminate and al rights to the amounts Cash Collateral Amount from an issuer reasonably satisfactory Collateralized shall revert to the Borrower. Upon any such Issuing Banktermination, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent will, at the Borrower's expense, execute and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants deliver to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all Borrower such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral documents as it shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agentreasonably request to evidence such termination.

Cash Collateral. (a) Upon the request of the Majority Lenders ifIf, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the such Letters of Credit Outstanding; provided that, the Borrower shall not be required to Cash Collateralize such Letters of Credit Outstanding if arrangements to backstop, convert or roll-over such Letters of Credit have been made to the satisfaction of such applicable Letter of Credit Issuer (it being understood and agreed that, notwithstanding anything herein to the contrary, no Lender shall be under any obligation to fund participations in respect of any Letter of Credit after the L/C Maturity Date). (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Lenders may require that direct the Borrower to Cash Collateralize the L/C Obligations be Cash Collateralized; provided thatand, upon the occurrence within one (1) Business Day of an Event of Default referred to in Section 11.5 with respect to the Borrower’s receipt of such direction, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be requiredsuch L/C Obligations. (c) For purposes of this Agreement, “Cash Collateralize” shall mean means to pledge (ias a security interest with the priority set forth in the DIP Order) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuer and the New Money Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to 103% of the amount of the applicable Letters of Credit Outstanding required or permitted to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Letter of Credit Issuers (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuers and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCCUniform Commercial Code) of the Administrative Agent.

Cash Collateral. If (ai) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, or (ii) any other circumstances under this Credit Agreement or the other Loan Documents occurs requiring the Borrowers to Cash Collateralize any Letters of Credit, then, in each case, the Borrower Borrowers shall immediately promptly Cash Collateralize in an amount equal to the Minimum Collateral Amount or, in the case of Section 2.9(h)(ii) above, such amount expressly required by the terms of this Credit Agreement or other Loan Document, to the Administrative Agent for the benefit of the Secured Parties, to be held by the Administrative Agent as Cash Collateral subject to the terms of this Section 2.9(h) and any security agreement, control agreement and other documentation reasonably requested by the Administrative Agent to be executed in connection with opening a Cash Collateral Account for the purpose of holding such Cash Collateral. All Cash Collateral to be provided by the Borrowers pursuant to this Section 2.9(h) shall be in Dollars. All Cash Collateral shall be funded by the proceeds of Drawdowns, and not from any other source. Cash Collateral held in a Cash Collateral Account shall be applied by the Administrative Agent to the reimbursement of the Letter of Credit Issuer for any payment made by it of drafts drawn under the outstanding Letters of Credit, and the unused portion thereof, after all such Letters of Credit Outstanding. (b) If any Event shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations. After all such Letters of Default Credit shall occur and be continuing and the Loans have expired or been fully drawn upon, all Letter of Credit Liability shall have been accelerated satisfied and all other Obligations shall have been paid in accordance with Section 11full (other than contingent obligations for which no claim has been made and other indemnity and contractual obligations which by their terms survive termination of this Credit Agreement or any other Loan Document), the Majority Lenders may require that the L/C Obligations balance, if any, of Cash Collateral held in a Cash Collateral Account pursuant to this clause (h) shall be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect returned to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver Borrowers. The Borrowers hereby grant to the Administrative Agent, for the benefit of the Issuing Banks Secured Parties, and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal agree to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participantsmaintain, a first priority security interest (subject to Permitted Liens) in all such cash, deposit accounts Cash Collateral and all balances therein and all proceeds in each Cash Collateral Account as security in respect of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name Letter of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentCredit Liability.

Cash Collateral. (ai) Upon the request of the Majority Lenders ifIf, as of the L/C Maturity Letter of Credit Expiration Date, there are any Letters Letter of Credit Outstanding, issued to the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. may for any reason remain outstanding and partially or wholly undrawn, (bii) If if any Event of Default shall occur occurs and be is continuing and the Loans shall have been accelerated in accordance with Section 11Administrative Agent or the Required Revolving Credit Lenders, as applicable, require the Majority Lenders may require that Borrower to Cash Collateralize the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of pursuant to ‎Section 8.02 or (iii) if an Event of Default referred to in Section 11.5 with respect to the Borrowerset forth under ‎Section 8.01(f) occurs and is continuing, the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of all of its L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit then outstanding Expiration Date, as the case may be), and no shall do so not later than 2:00 p.m. on (x) in the case of the immediately preceding clauses (i) through (iii), the next Business Day following the Business Day that the Borrower receives written notice thereof, and (y) in the case of the immediately preceding clause (iii), the Business Day on which an Event of Default set forth under ‎Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. At any time that there shall exist a Defaulting Lender, promptly upon the written request of the Administrative Agent, an L/C Issuer or request the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (solely after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by or consent from the Majority Lenders shall be required. (c) Defaulting Lender). For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks relevant L/C Issuer and the Appropriate Lenders, as collateral for the L/C Obligations, cash cash, Cash Equivalents (if reasonably acceptable to the Administrative Agent and the applicable L/C Issuer) or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be (“Cash Collateralized (the “Required Cash Collateral AmountCollateral”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Appropriate Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuers and the Revolving Credit Lenders of the applicable Facility, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit blocked accounts established by at the Administrative Agent and may be invested in readily available Cash Equivalents (for the name benefit of the Borrower, but under ). If at any time the “control” Administrative Agent determines that any funds held as Cash Collateral are expressly subject to any right or claim of any Person other than the Administrative Agent (as defined in Section 9-104 on behalf of the UCCSecured Parties) or nonconsensual liens permitted under ‎Section 7.01 or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, promptly following written demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this ‎Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be promptly refunded to the Borrower. If at any time the Administrative Agent reasonably determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided or Liens described above, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly following written demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. In addition, the Administrative Agent may request at any time and from time to time after the initial deposit of Cash Collateral that additional Cash Collateral be provided by the Borrower in order to protect against the results of exchange rate fluctuations with respect to Letters of Credit denominated in currencies other than Dollars.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the then Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined subject at all times, in Section 9-104 of the UCC) of the Administrative Agenteach case, to a Control Agreement.

Cash Collateral. Borrower grants and pledges to Bank a continuing security interest in all presently existing and hereafter acquired or arising money market accounts or certificates of deposit opened by Borrower or on Borrower’s behalf at Bank pursuant to Section 2.1(a)(iv) or Section 6.9 hereof, including without limitation the Liquidity Cash Collateral and the Equipment Cash Collateral (acollectively, the “Cash Collateral”) Upon in order to secure prompt repayment of any and all Obligations and in order to secure prompt performance by Borrower of each of its covenants and duties under the request Loan Documents. Such security interest constitutes a valid, first priority security interest in the Cash Collateral, and will constitute a valid, first priority security interest in Cash Collateral acquired after the date hereof. Borrower hereby authorizes Bank to place a “hold” or similar restriction on the Cash Collateral which is required pursuant to Section 2.1(a)(iv) or Section 6.9 of this Agreement to be held at Bank to ensure that Borrower maintains such Cash Collateral at Bank pursuant to the terms and conditions of this Agreement. Prior to the maturity of any Cash Collateral held by Bank pursuant hereto, Borrower and Bank shall agree upon a security or instrument similar in form, quality and substance to the original Cash Collateral in which the proceeds of the Majority Lenders if, as Cash Collateral can be reinvested on maturity. Upon maturity of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated Collateral in accordance with Section 11its terms, or in the Majority Lenders may require that event the L/C Obligations be Cash Collateralized; provided that, upon Collateral otherwise becomes payable during the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes term of this Agreement, “such maturing Cash Collateralize” Collateral may be presented for payment, exchange, or otherwise marketed by Bank on behalf of Borrower and the proceeds therefrom used to purchase the security or instrument agreed to by Borrower and Bank in accordance with the immediately preceding sentence. If no agreement has been made, such proceeds shall mean be placed into an interest bearing account offered by Bank in which Bank has a first priority security interest until such time as an agreement as to (ithe security replacing the original Cash Collateral can be reached. Bank may retain its Lien on any such successor collateral and the proceeds therefrom as Cash Collateral in accordance with the terms of this Agreement for so long as any Obligations are owing from Borrower to Bank unless otherwise provided in Sections 2.1(a)(iv) pledge and deposit with or 6.9. Notwithstanding termination of this Agreement, Bank’s Lien on the Cash Collateral shall remain in effect for so long as any Obligations are outstanding. Borrower shall execute and deliver to Bank such pledge agreements as are reasonably requested by Bank to perfect or continue the Administrative Agent, for perfected status of Bank’s Lien on the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree contained in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in this Section 9-104 of the UCC) of the Administrative Agent4.4.

Cash Collateral. (a) Upon The Borrower shall maintain the request Cash Collateral-A2 Account at all times that any portion of the Majority Lenders if, as Term Loan A2 shall remain outstanding. The Borrower shall maintain the Cash Collateral-A3 Account at all times that any portion of the L/C Maturity Term Loan A3 shall remain outstanding. The Borrower shall maintain such other Cash Collateral Accounts established in connection with new term loans pursuant to Section 2.1(b)(iii). (I) The Borrower shall, at all times, maintain Permitted Cash Collateral-A2 in the Cash Collateral-A2 Account with a value greater than or equal to the following (the "Required Collateral-A2 Amount"): (A) during the period commencing with the Initial Draw Date for the Term Loan A2 and ending on the date that is three months after such Initial Draw Date, there are 100% of the outstanding principal amount of the Term Loan A2 and (B) after such time period, (i) if all Permitted Cash Collateral-A2 is comprised entirely of Tier 1 Permitted Cash Collateral, 100.25% of the outstanding principal amount of the Term Loan A2, (ii) if Permitted Cash Collateral-A2 is not comprised entirely of Tier 1 Permitted Cash Collateral but is not comprised of any Letters Tier 3 Permitted Cash Collateral, 100.5% of Credit Outstandingthe outstanding principal of the Term Loan A2 or (iii) if any Permitted Cash Collateral-A2 is comprised of any Tier 3 Permitted Cash Collateral, 101% of the outstanding principal of the Term Loan A2. If, at any time, the Required Collateral-A2 Amount exceeds the value of the Permitted Cash Collateral-A2, the Borrower shall immediately deposit additional Permitted Cash Collateralize Collateral-A2 into the Letters Cash Collateral-A2 Account to eliminate such excess. In accordance with the terms of Credit Outstandingthe Account Control Agreement-A2, the Borrower shall direct the investment of items deposited into the Cash Collateral-A2 Account; provided, that all Cash Collateral shall consist of Permitted Cash Collateral-A2 at all times. The Borrower shall treat all income, gains or losses from the investment of items in the Cash Collateral-A2 Account as its own income or loss, and the Agent and the Lenders shall have no liability for any such gain or loss. (bII) If The Borrower shall, at all times, maintain Permitted Cash Collateral-A3 in the Cash Collateral-A3 Account with a value greater than or equal to the following (the "Required Collateral-A3 Amount"): (A) during the period commencing with the Initial Draw Date for the Term Loan A3 and ending on the date that is three months after such Initial Draw Date, 100% of the outstanding principal amount of the Term Loan A3 and (B) after such time period, (i) if all Permitted Cash Collateral-A3 is comprised entirely of Tier 1 Permitted Cash Collateral, 100.25% of the outstanding principal amount of the Term Loan A3, (ii) if Permitted Cash Collateral-A3 is not comprised entirely of Tier 1 Permitted Cash Collateral but is not comprised of any Event Tier 3 Permitted Cash Collateral, 100.5% of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11outstanding principal amount of the Term Loan A3 or (iii) if any Permitted Cash Collateral-A3 is comprised of any Tier 3 Permitted Cash Collateral, 101% of the outstanding principal amount of the Term Loan A3. If, at any time, the Majority Lenders may require that Required Collateral-A3 Amount exceeds the L/C Obligations be value of the Permitted Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the BorrowerCollateral-A3, the Borrower shall immediately deposit additional Permitted Cash Collateralize Collateral-A3 into the Letters Cash Collateral-A3 Account to eliminate such excess. In accordance with the terms of Credit then outstanding the Account Control Agreement-A3, the Borrower shall direct the investment of items deposited into the Cash Collateral-A3 Account; provided, that (1) all Cash Collateral shall consist of Permitted Cash Collateral-A3 at all times and no notice (2) the Borrower shall not be permitted to sell any Permitted Cash Collateral-A3 prior to its stated maturity (if any) during the first two months following the Closing Date except pursuant to Section 7.13(c). The Borrower shall treat all income, gains or request by or consent losses from the Majority investment of items in the Cash Collateral-A3 Account as its own income or loss, and the Agent and the Lenders shall be requiredhave no liability for any such gain or loss. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge The Borrower shall be permitted to liquidate and/or withdraw Cash Collateral-A2 from the Cash Collateral-A2 Account to fund a Permitted Acquisition or capital expenditure; provided, that concurrently with such liquidation or withdrawal (A) the Revolving Committed Amount shall be automatically increased (without the consent of the Lenders) in accordance with Section 2.10(b) and deposit with or deliver Section 3.2(a)(iii), (B) a Revolving Loan shall be made to the Administrative AgentBorrower, for (C) the benefit proceeds of such Revolving Loan shall be applied to prepay the principal amount of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances Term Loan-A2 in an amount equal to the amount of Cash Collateral-A2 liquidated or withdrawn, and (D) after such liquidation or withdrawal, the Letters value of Credit Outstanding required the Permitted Cash Collateral-A2 shall be greater than or equal to be the Required Collateral-A2 Amount, as calculated after giving effect of such prepayment of the Term Loan A2. In the event that the Borrower shall elect to make such a withdrawal, the Agent shall direct the Intermediary to liquidate the applicable Cash Collateralized (Collateral-A2 and remit the “Required Cash Collateral Amount”) or proceeds to the Borrower. (ii) if The Borrower shall be permitted to liquidate and/or withdraw Cash Collateral-A3 from the relevant Issuing Bank benefiting from Cash Collateral-A3 Account to fund a Permitted Acquisition or capital expenditure; provided, that concurrently with such collateral liquidation or withdrawal (A) the Revolving Committed Amount shall agree in its reasonable discretion, other forms be automatically increased (without the consent of credit support (including any backstop letter of creditthe Lenders) in accordance with Section 2.10(b) and Section 3.2(a)(iii), (B) a face Revolving Loan shall be made to the Borrower, (C) the proceeds of such Revolving Loan shall be applied to prepay the principal amount of the Term Loan-A3 in an amount equal to 105% the amount of Cash Collateral-A3 liquidated or withdrawn, and (D) after such liquidation or withdrawal, the value of the Permitted Cash Collateral-A3 shall be greater than or equal to the Required Collateral-A3 Amount, as calculated after giving effect of such prepayment of the Term Loan A3. In the event that the Borrower shall elect to make such a withdrawal, the Agent shall direct the Intermediary to liquidate the applicable Cash Collateral Amount from an issuer reasonably satisfactory Collateral-A3 and remit the proceeds to such Issuing Bank, in each case under clause the Borrower. (d) (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to If, at the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives end of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit any fiscal quarter of the Issuing Banks and Parent, the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds value of the foregoing. Such cash Collateral shall be maintained in blockedPermitted Cash Collateral-A2 exceeds the Required Collateral-A2 Amount at such time, interest bearing deposit accounts established by and in then, upon the name request of the Borrower, but under provided no Default or Event of Default has occurred and is continuing, the “control” (as defined Agent shall direct the Intermediary to pay and transfer to the Borrower cash, to the extent available, in Section 9the Cash Collateral-104 of the UCC) of the Administrative AgentA2 Account in an amount equal to such excess.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Any attempt by Debtor to use "Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” Collateral" (as defined in Section 9-104 363 of the UCCBankruptcy Code) shall be subject to the prior entry of an order pursuant to Section 363 of the Bankruptcy Code ("Cash Collateral Order") specifically incorporating the principal terms set forth on Schedule 15(B) attached hereto and the Debtor shall under no circumstances seek to use Cash Collateral other than on the terms provided in this Agreement. Any such Cash Collateral Order shall permit the use of Cash Collateral only until the earliest to occur of: (i) a Default under any of the provisions of this Agreement or the Loan Documents (other than a Default occasioned solely by the bankruptcy of Debtor), (ii) the appointment of a Chapter 11 trustee or examiner in Debtor's case, (iii) the dismissal of Debtor's case or its conversion to a case under Chapter 7 of the Bankruptcy Code, or (iv) the entry of an order modifying or terminating the automatic stay or prohibiting the further use of cash collateral. Upon the occurrence of any of the events described in (i) through (iv) of the Administrative Agent.preceding sentence, Debtor's ability to use Cash Collateral shall terminate immediately and automatically; such termination shall not, however, affect or impair the rights, interests or liens granted to you under this Agreement or the other Loan Documents. All existing and future revenue and cash shall constitute Cash Collateral, subject to your choate, fully perfected and xxxxxntly enforceable liens and security interests, and, to the extent they are used and consumed by Debtor after filing of the petition or entry of the order for relief, Debtor specifically agrees that they are collateral for your secured claims under Section 506 of the Bankruptcy Code in the amount so used. To the extent it is determined that Section 552(a) of the Bankruptcy Code applies to limit your interest under the Loan Documents and this Agreement you shall be deemed to have, as adequate protection for the use of Cash Collateral,

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the then Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Required Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Required Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Letter of Credit Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuer and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent.

Cash Collateral. (ai) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, or (ii) if the Letter of Credit Exposure exceeds the Letter of Credit Commitment at any time as a result of a reduction in the Borrowing Base or the Elected Commitments, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to one hundred and five percent (105% %) of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under Borrower subject to a control agreement that provides for the “control” (as defined in pursuant to the requirements of Section 9-104 104(a)(2) of the UCC) of the Administrative AgentAgent at all times.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the such Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided thatbut, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Letter of Credit Issuers (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks Letter of Credit Issuers and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCCUniform Commercial Code) of the Administrative Agent.

Cash Collateral. (a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the then Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term term, including “Cash Collateral”, have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined subject at all times, in Section 9-104 of the UCC) of the Administrative Agenteach case, to a Control Agreement.

Cash Collateral. (a) Upon the request occurrence of the Majority Lenders ifcircumstances described in Sections 2.08(a)(vii), as of (viii) or (ix) requiring Holdings to Cash Collateralize the L/C Maturity DateObligations, there are any Letters of Credit Outstanding, the Borrower then Holdings shall immediately Cash Collateralize the Letters of Credit Outstanding. Obligations in the applicable amount required under Sections 2.08(a)(vii), (bviii) If any and (ix). Cash collateral held under this Section 2.17 shall be maintained in the Cash Collateral Account pursuant to the Security Agreement. Unless an Event of Default shall occur has occurred and be continuing and the Loans is continuing, Holdings shall have been accelerated access to the funds in accordance the Cash Collateral Account and Holdings may from time to time give instructions to the depository bank directing the disposition of the funds in the Cash Collateral Account. If an Event of Default has occurred and is continuing, Holdings shall not have access to the funds in the Cash Collateral Account and may not direct the disposition of the funds in the Cash Collateral Account, except with the consent of the Administrative Agent.” (x) Section 11, 3.01 of the Majority Lenders may require Credit Agreement (captioned “The Letter of Credit Subfacility”) shall be amended by amending and restating the proviso in the first sentence of Section 3.01(a) as follows: “provided that the L/C Obligations Issuer shall not be Cash Collateralized; provided thatobligated to Issue, upon the occurrence of an Event of Default referred and no Revolving Lender shall be obligated to in Section 11.5 with respect to the Borrowerparticipate in, the Borrower shall immediately Cash Collateralize the Letters any Letter of Credit then outstanding and no notice if such Letter of Credit is not denominated in Dollars or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit if as of the Issuing Banks date of Issuance of such Letter of Credit (the “Issuance Date”) and after giving effect thereto (w) the LendersEffective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans and Swingline Loans shall exceed the combined Revolving Commitments, as collateral for (x) the participation of any Revolving Lender in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans plus the Effective Amount of the Revolving Loans of such Revolving Lender shall exceed such Revolving Lender’s Revolving Commitment, (y) the Effective Amount of L/C Obligations shall exceed the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) Commitment or (iiz) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretionEffective Amount of all Revolving Loans, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) Swingline Loans and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest Obligations shall exceed the Borrowing Base then in all such cash, deposit accounts and all balances therein and all proceeds effect.” (xi) Section 3.02 of the foregoing. Such cash Collateral Credit Agreement (captioned “Issuance, Amendment and Renewal of Letters of Credit”) shall be maintained amended by deleting the text “clauses (x) through (z)” in blocked, interest bearing deposit accounts established by Section 3.02(b) and in replacing it with the name text “clauses (w) through (z)”. (xii) Section 3.07 of the Borrower, but under the Credit Agreement (captioned “control” (Cash Collateral Pledge”) shall be amended and restated in its entirety as defined in Section 9-104 of the UCC) of the Administrative Agent.follows:

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Maturity DateObligation for any reason remains outstanding, there are the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations, in any Letters amount not less than 100% of Credit Outstandingthe then Outstanding Amount of all L/C Obligations unless an Event of Default exists, in which case the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstandingall L/C Obligations in any amount not less than 103% of the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (b) If any Event All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Default shall occur America. The Borrower, and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrowerextent provided by any Defaulting Lender, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreementsuch Defaulting Lender, “Cash Collateralize” shall mean hereby grants to (iand subjects to the control of) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks Administrative Agent, the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal and agrees to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participantsmaintain, a first priority security interest in all such cash, deposit accounts and all balances therein 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 Section 2.15(c). Such cash If at any time the Administrative Agent determines that Cash Collateral shall be maintained in blockedis subject to any right or claim of any Person other than the Administrative Agent as herein provided, interest bearing deposit accounts established or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower will, promptly upon demand by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Section 2.04, Section 2.05, Section 2.06, Section 2.16 or Section 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, 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. (d) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) 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 (ii) 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 or Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. (a) Upon the written request of the Majority Required Revolving Lenders if, as of the applicable Revolving L/C Maturity Date, (i) there are any applicable Revolving Letters of Credit OutstandingOutstanding or (ii) the provisions of Section 2.16(b)(ii) are in effect, the Borrower shall immediately promptly Cash Collateralize the applicable Revolving Letters of Credit OutstandingOutstanding (determined in the case of Cash Collateral provided pursuant to clause (ii) above, after giving effect to Section 2.16(b)(i)). (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Required Revolving Lenders may require that the Revolving L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean means to (i) in all cases, to the extent reasonably acceptable to the applicable Revolving L/C Issuer, to issue “back-stop” Revolving Letters of Credit naming the relevant Revolving L/C Issuer as beneficiary for each outstanding Revolving Letter of Credit issued by the relevant Revolving L/C Issuer, which new Revolving Letters of Credit shall have an amount equal to the Revolving Letters of Credit being back-stopped and/or (ii) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, Revolving L/C Issuers as collateral for the Revolving L/C Obligations, cash or deposit account balances (such items in clauses (i) and (ii), “Cash Collateral”) in an amount equal to 100% of the amount of the Revolving Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent Agent, the Borrower and the relevant Issuing Bank Revolving L/C Issuers (which documents are hereby consented to by the Revolving Lenders). Derivatives of such term terms have corresponding meanings. The Borrower hereby grants to the Administrative Collateral Agent, for the benefit of the Issuing Banks and the Revolving L/C ParticipantsIssuers, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingdocumentation in form and substance reasonably satisfactory to the Collateral Agent and the Revolving L/C Issuers (which documents are hereby consented to by the Revolving Lenders). Such cash Collateral collateral shall be maintained in blocked, interest non-bearing deposit trust accounts established by and in the name of the Borrower, but under Collateral Agent (with any income accruing for the “control” (as defined in Section 9-104 benefit of the UCC) of the Administrative AgentBorrower).

Cash Collateral. (ai) Upon the occurrence and during the continuance of any Event of Default, at the request of the Majority Lenders Administrative Agent, (A) if an Issuing Bank has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (B) if, as of the L/C Maturity Letter of Credit Expiration Date, there are any Letters Letter of Credit Outstandingfor any reason remains outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the all L/C Obligations be Cash Collateralized; provided that(in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date). (ii) At the request of the Administrative Agent (the Administrative Agent hereby agreeing to make such request upon a request from any Issuing Bank), upon the occurrence if (A) there is at any time a Defaulting Lender, and (B) (I) one or more Letters of Credit are then outstanding or (II) an Event Issuing Bank has honored any full or partial drawing request under any Letter of Default referred to Credit and such drawing has resulted in Section 11.5 with respect to the Borroweran L/C Borrowing that is then outstanding, then, in any such case, the Borrower shall immediately (x) repay to each Issuing Bank such Defaulting Lender’s Pro Rata Share of such L/C Borrowing, together with accrued interest thereon through the date of such repayment and (y) Cash Collateralize such Defaulting Lender’s Pro Rata Share of the aggregate undrawn amount of all outstanding Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be requiredCredit. (ciii) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the each Issuing Banks Bank and the L/C ParticipantsLenders, a security interest in all such cash, deposit accounts and all balances therein held in the Cash Collateral Account and all proceeds of the foregoing. Such cash Collateral Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be maintained in blockedapplied, interest bearing deposit accounts established by and in to the name of the Borrowerextent permitted under Applicable Law, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agentto reimburse each Issuing Bank.

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Maturity Letter of Credit Expiration Date, there are any Letters Letter of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the all L/C Obligations be Cash Collateralized; provided that, upon (in an amount equal to such Outstanding Amount determined as of the occurrence date of an Event of Default referred to in Section 11.5 with respect to such L/C Borrowing or the Borrower, the Borrower shall immediately Cash Collateralize the Letters Letter of Credit then outstanding and no notice or request by or consent from Expiration Date, as the Majority Lenders shall be required. (c) case may be). For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral Cash collateral shall be maintained in blocked, interest bearing deposit accounts established by at Bank of America and in amounts of cash collateral deposited pursuant to the name terms hereof which are, pursuant to the terms of this Agreement, subsequently returned to the Borrower, but under shall include interest on such amounts from the “control” (as defined in Section 9-104 date deposited; provided, that the amount of such interest to be returned to the UCC) of Borrower shall be determined by the Administrative AgentAgent and such determination shall be conclusive and binding in the absence of manifest error.

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit or made any payment under any Bankers’ Acceptance and such drawing has resulted in an L/C — BA Borrowing, or (ii) if, as of the Letter of Credit - BA Expiration Date, any Letter of Credit for any reason remains outstanding and partially or wholly undrawn, any Bankers’ Acceptance for any reason remains outstanding, or any L/C Maturity Date— BA Obligation for any reason remains outstanding, there are any Letters of Credit Outstanding, then in each such case the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the all L/C - BA Obligations be Cash Collateralized; provided that, upon (in an amount equal to such Outstanding Amount determined as of the occurrence date of an Event of Default referred to in Section 11.5 with respect to such L/C Borrowing or the Borrower, the Borrower shall immediately Cash Collateralize the Letters Letter of Credit then outstanding - BA Expiration Date, as the case may be). Sections 2.06 and no notice or request by or consent from the Majority Lenders shall be required. (c9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Agreementhereof, “Cash Collateralize” shall mean means to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks L/C Issuer and the Revolving Lenders, as collateral for the L/C - BA Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank L/C Issuer (which documents are hereby consented to by the Revolving Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C ParticipantsIssuer and the Revolving Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts established by and in the name at Bank of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentAmerica.

Cash Collateral. (a) Upon Each Borrower grants to Bank, as additional security for the request purpose of securing the Obligations, including without limitation Borrowers’ Obligations in respect of Letters of Credit, the Minimum Account Balance requirements set forth in Section 6.9 hereof and overadvances as described in Section 2.2 hereof, a valid, first priority security interest in each of the Majority Lenders ifBorrowers’ deposit accounts and/or certificates of deposit maintained with Bank together with all proceeds and substitutions thereof, as any interest thereon, and all cash and noncash proceeds of the L/C Maturity Dateforegoing (the “Cash Collateral”). Each Borrower acknowledges that Bank may (i) place a “hold” on any deposit account or certificate of deposit pledged as Collateral to secure the Obligations and/or (ii) transfer funds between and among Borrowers’ deposit accounts for purposes of placing a “hold” on funds designated by Bank, there are any Letters and each Borrower agrees to take such further action as may reasonably be requested by Bank to effect the purposes of Credit Outstanding, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstandingthis Agreement. (b) If Prior to the maturity of any Event Certificate of Default Deposit held by Bank pursuant hereto, Borrowers and Bank shall occur agree upon a security or instrument similar in form, quality and substance to the original Certificate of Deposit in which the proceeds of the Certificate of Deposit can be continuing and reinvested on maturity. Upon maturity of the Loans shall have been accelerated Certificate of Deposit in accordance with Section 11its terms, or in the Majority Lenders may require that event the L/C Obligations be Cash Collateralized; provided that, upon Certificate of Deposit otherwise becomes payable during the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes term of this Agreement, “Cash Collateralize” such maturing Certificate of Deposit may be presented for payment, exchange, or otherwise marketed by Bank on behalf of Borrowers and the proceeds therefrom used to purchase the security or instrument agreed to by Borrowers and Bank in accordance with the immediately preceding sentence. If no agreement has been made, such proceeds shall mean to (i) pledge and deposit with or deliver be placed into an interest bearing account offered by Bank in which Bank has a first priority security interest until such time as an agreement as to the Administrative Agent, for security replacing the benefit original Certificate of the Issuing Banks Deposit can be reached. Bank may retain any such successor collateral and the Lenders, proceeds therefrom as collateral for Collateral in accordance with the L/C Obligations, cash or deposit account balances in an amount equal to the amount terms of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agentthis Agreement.

Cash Collateral. (ai) Upon the request of the Majority Lenders Administrative Agent, (x) if an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (y) if, as of (I) the L/C Maturity Date, there are any Letters Letter of Credit OutstandingExpiration Date or (II) a termination of the Commitments and an acceleration of the Borrower's obligations pursuant to Section 8.2, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately repay the then outstanding amount of all L/C Borrowings and/or Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes amount of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the all L/C Obligations, cash or deposit account balances as applicable (in an amount equal to the such outstanding amount determined as of the Letters date of such L/C Borrowing, the Letter of Credit Outstanding Expiration Date or date of termination of the Commitments and acceleration of the Borrower's obligations pursuant to Section 8.2, as the case may be, such amount to be applied in the manner set forth in Section 3.3(b)(iv)). (ii) Upon the (x) termination or expiration of any Letter of Credit, the Administrative Agent shall return and release to the Borrower the amounts Cash Collateralized equal to the L/C Obligation associated with the terminated or expired Letter of Credit (but only to the extent that all remaining L/C Obligations that are then required to be Cash Collateralized (the “Required under this Credit Agreement are fully Cash Collateral Amount”Collateralized) or (iiy) if the relevant Issuing Bank benefiting from such collateral shall agree payment in its reasonable discretion, other forms full in cash of credit support (including any backstop letter of credit) in a face amount equal to 105% all of the Required obligations owed under this Credit Agreement, the termination or cancellation of all Letters of Credit issued hereunder, and the termination of all commitments hereunder, the pledge, Lien and security interest granted hereby shall terminate and all rights to the amounts Cash Collateral Amount from an issuer reasonably satisfactory Collateralized shall revert to the Borrower. Upon any such Issuing Banktermination, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent will, at the Borrower's expense, execute and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants deliver to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all Borrower such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral documents as it shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agentreasonably request to evidence such termination.

Cash Collateral. (a) (i) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, or (ii) if the Letter of Credit Exposure exceeds the Letter of Credit Commitment at any time as a result of a reduction in the Borrowing Base or the Elected Commitments, the Borrower shall immediately Cash Collateralize the Letters of Credit Outstanding. (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105103% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent.

Cash Collateral. If (ai) Upon the request of the Majority Lenders if, as of the L/C date that is thirty (30) days prior to the Maturity Date, there are any Letters of Credit Outstandingmay for any reason remain outstanding and partially or wholly undrawn, or (ii) any other circumstances under this Credit Agreement or the other Loan Documents occurs requiring the Borrowers to Cash Collateralize any Letters of Credit, then, in each case, the Borrower Borrowers shall immediately promptly Cash Collateralize in an amount equal to the Minimum Collateral Amount or, in the case of Section 2.14(h)(ii), such amount expressly required by the terms of this Credit Agreement or other Loan Document, to the Administrative Agent for the benefit of the Secured Parties, to be held by the Administrative Agent as Cash Collateral subject to the terms of this Section 2.14(h) and any security agreement, control agreement and other documentation requested by the Administrative Agent to be executed in connection with opening a Cash Collateral Account for the purpose of holding such Cash Collateral. All Cash Collateral to be provided by the Borrowers pursuant to this Section 2.14(h) shall be in the currency or currencies of the underlying Letters of Credit. All Cash Collateral shall be funded by the proceeds of Capital Calls, and not from any other source. Cash Collateral held in a Cash Collateral Account shall be applied by the Administrative Agent to the reimbursement of the Letter of Credit Issuer for any payment made by it of drafts drawn under the outstanding Letters of Credit, and the unused portion thereof, after all such Letters of Credit Outstanding. (b) If any Event shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations. After all such Letters of Default Credit shall occur and be continuing and the Loans have expired or been fully drawn upon, all Letter of Credit Liability shall have been accelerated satisfied and all other Obligations shall have been paid in accordance with Section 11full, the Majority Lenders may require that the L/C Obligations balance, if any, of Cash Collateral held in a Cash Collateral Account pursuant to this Section 2.14(h) shall be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect returned to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver Borrowers. The Borrowers hereby grant to the Administrative Agent, for the benefit of the Issuing Banks Secured Parties, and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal agree to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participantsmaintain, a first priority security interest in all such cash, deposit accounts Cash Collateral and all balances therein and all proceeds in each Cash Collateral Account as security in respect of the foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name Letter of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentCredit Liability.

Cash Collateral. (a) Upon the written request of the Majority Required Revolving Lenders if, as of the applicable Revolving L/C Maturity Date, (i) there are any applicable Revolving Letters of Credit OutstandingOutstanding or (ii) the provisions of Section 2.16(b)(ii) are in effect, the Borrower shall immediately promptly Cash Collateralize the applicable Revolving Letters of Credit OutstandingOutstanding (determined in the case of Cash Collateral provided pursuant to clause (ii) above, after giving effect to Section 2.16(b)(i)). (b) If any Event of Default shall occur and be continuing and the Loans shall have been accelerated in accordance with Section 11continuing, the Majority Required Revolving Lenders may require that the Revolving L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required.. 128 (c) For purposes of this Agreement, “Cash Collateralize” shall mean means to (i) in all cases, to the extent reasonably acceptable to the applicable Revolving L/C Issuer, to issue “back-stop” Revolving Letters of Credit naming the relevant Revolving L/C Issuer as beneficiary for each outstanding Revolving Letter of Credit issued by the relevant Revolving L/C Issuer, which new Revolving Letters of Credit shall have an amount equal to the Revolving Letters of Credit being back-stopped and/or (ii) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, Revolving L/C Issuers as collateral for the Revolving L/C Obligations, cash or deposit account balances (such items in clauses (i) and (ii), “Cash Collateral”) in an amount equal to 100% of the amount of the Revolving Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent Agent, the Borrower and the relevant Issuing Bank Revolving L/C Issuers (which documents are hereby consented to by the Revolving Lenders). Derivatives of such term terms have corresponding meanings. The Borrower hereby grants to the Administrative Collateral Agent, for the benefit of the Issuing Banks and the Revolving L/C ParticipantsIssuers, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoingdocumentation in form and substance reasonably satisfactory to the Collateral Agent and the Revolving L/C Issuers (which documents are hereby consented to by the Revolving Lenders). Such cash Collateral collateral shall be maintained in blocked, interest non-bearing deposit trust accounts established by and in the name of the Borrower, but under Collateral Agent (with any income accruing for the “control” (as defined in Section 9-104 benefit of the UCC) of the Administrative AgentBorrower).

Cash Collateral. (a) Upon the request of the Majority Lenders Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Maturity DateObligation for any reason remains outstanding, there are the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations, in any Letters amount not less than 100% of Credit Outstandingthe then Outstanding Amount of all L/C Obligations unless an Event of Default exists, in which case the Borrower shall immediately Cash Collateralize the Letters then Outstanding Amount of Credit Outstandingall L/C Obligations in any amount not less than 103% of the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (b) If any Event All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of Default shall occur America. The Borrower, and be continuing and the Loans shall have been accelerated in accordance with Section 11, the Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrowerextent provided by any Defaulting Lender, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of this Agreementsuch Defaulting Lender, “Cash Collateralize” shall mean hereby grants to (iand subjects to the control of) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks Administrative Agent, the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal and agrees to the amount of the Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral Amount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Participantsmaintain, a first priority security interest in all such cash, deposit accounts and all balances therein 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 Section 2.15(c). Such cash If at any time the Administrative Agent determines that Cash Collateral shall be maintained in blockedis subject to any right or claim of any Person other than the Administrative Agent as herein provided, interest bearing deposit accounts established or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower will, promptly upon demand by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Section 2.04, Section 2.05, Section 2.06, Section 2.16 or Section 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, 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. (d) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) 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 (ii) 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 or Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.034), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.