Common use of Cash Collateral Clause in Contracts

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the Issuing Lender (with a copy to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, and agrees to maintain, a first priority security interest in all such cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, the Borrower 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 (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) At if the relevant L/C Issuer has honored any time that there shall exist full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Defaulting LenderRevolving Credit Lender to fulfill its obligations under clause (c)(ii) above, within one Business Day following (ii) if, as of the written request Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Issuing Lender Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (with a copy to the Administrative Agentiv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender then Outstanding Amount of all L/C Obligations (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the Minimum date such Cash Collateral Amount. (ii) is provided). The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, L/C Issuers and agrees to maintainthe Revolving Credit Lenders under the Revolving Credit Facility, a first priority security interest in all such cash collateral as security cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the Defaulting Lenders’ obligation benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to fund participations the Administrative Agent, in respect the name of Letters the Administrative Agent and for the benefit of Credit, to the Revolving Credit Lenders under the Revolving Credit Facility and may be applied pursuant to clause (b) belowinvested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and (on behalf of the Issuing Lender as herein provided (other than Permitted Liens), Secured Parties) or that the total amount of such cash collateral funds is less than the Minimum Collateral AmountL/C Exposure, the Borrower will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingAgent, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required additional funds to be deposited and held as cash collateral pursuant to this Section 2.31 following (i) in the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure 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 Issuing Lender that there exists excess cash collateral; provided thatdrawing of any Letter of Credit for which funds are on deposit as Cash Collateral, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral such funds shall be held to support future anticipated Fronting Exposure or other obligations and providedapplied, further, that to the extent that such cash collateral was provided by permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, such cash collateral the amount of any Cash Collateral (including any accrued interest thereon) shall remain subject be refunded to the security interest granted pursuant to the Loan DocumentsBorrower.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the any Issuing Lender Bank (with a copy to the Administrative Agent) the Borrower shall cash collateralize the Cash Collateralize each Issuing LenderBank’s Fronting LC Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.26(b)(iv) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount103% of such Issuing Bank’s LC Exposure with respect to such Defaulting Lender. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing LenderBanks, and agrees to maintain, a first priority security interest in all such cash collateral Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (biii) below. If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender Banks as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountminimum amount required pursuant to clause (i) above, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 2.26(a) or Section 2.26(b) in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit or LC Disbursements (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the any Issuing LenderBank’s Fronting LC Exposure shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 2.26(a) following (iA) the elimination of the applicable Fronting LC Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the each Issuing Lender Bank that there exists excess cash collateralCash Collateral; provided that, subject to this Section 2.31 2.26(b) through (d), the Person providing cash collateral Cash Collateral and the each Issuing Lender Bank may agree that cash collateral Cash Collateral shall be held to support future anticipated Fronting LC Exposure or other obligations and provided, further, provided further that to the extent that such cash collateral Cash Collateral was provided by the Borrower, such cash collateral Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At If any time that there Event of Default shall exist a Defaulting Lenderoccur and be continuing, within one on the Business Day following that the written request of Borrower receives notice from the Administrative Agent or the Issuing Lender Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with a copy Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage) demanding the deposit of Cash Collateral pursuant to the Administrative Agent) this paragraph, the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) deposit in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and the Issuing LenderBanks, an amount in cash equal to the Agreed L/C Cash Collateral Amount plus any accrued and unpaid interest thereon; provided that (1) any such required Cash Collateral shall be made in dollars unless such Cash Collateral is attributable to undrawn Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (in which cash such Cash Collateral shall be deposited in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements) and (ii) the obligation to deposit such Cash Collateral shall become effective immediately, and agrees such Cash Collateral 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 maintainthe Borrower described in Section 7.01(h), a first priority security interest in all such cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to (i) or (j). Such Cash Collateral shall be applied pursuant to clause (b) below. If at any time held by the Administrative Agent determines that cash as collateral is subject to 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 right or claim interest earned on the investment of any Person other than such Cash Collateral, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Issuing Lender as herein provided (other than Permitted Liens)Borrower’s risk and expense, such Cash Collateral shall not bear interest. Interest or that the total amount of profits, if any, on such cash collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent, pay or provide Agent to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to reimburse each Issuing Bank for any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided disbursements under this Section 2.31 in respect of Letters of Credit made by it and for which it has not been reimbursed and, to the extent not so applied, shall be applied to held for the satisfaction of the Defaulting Lender’s obligation to fund participations in respect reimbursement obligations of Letters the Borrower for the Letter of Credit Usage at such time or, if the maturity of the Loans has been accelerated (includingbut subject to the consent of Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), as be applied to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which satisfy other obligations of the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or Borrower under this Agreement. If the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be Borrower is required to be held provide an amount of Cash Collateral hereunder as cash collateral pursuant to this Section 2.31 following (i) the elimination a result of the applicable Fronting Exposure occurrence of an Event of Default, such amount (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral not applied as aforesaid) shall remain subject be returned to the security interest granted pursuant to the Loan DocumentsBorrower (or as otherwise ordered by a court of competent jurisdiction) within five Business Days after all Events of Default have been cured or waived.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following Upon the written request of the Administrative Agent 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 Issuing Lender (with a copy to Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Administrative Agent) Borrowers shall, in each case, immediately Cash Collateralize the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) then Outstanding Amount of all L/C Obligations in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the extent provided by any Defaulting Lender, applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such Defaulting Lender, term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Issuing Lender, and agrees to maintainLenders, a first priority security interest in all such cash collateral as security for cash, deposit accounts and all balances therein and all proceeds of the Defaulting Lenders’ obligation to fund participations foregoing. Cash Collateral shall be maintained in respect blocked, non-interest bearing deposit accounts at Bank of Letters of Credit, to be applied pursuant to clause (b) belowAmerica. If at any time the Administrative Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or Liens arising by operation of Law that the total amount of such cash collateral funds is less than the Minimum Collateral Amountaggregate Outstanding Amount of all L/C Obligations, the Borrower Borrowers will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent Agent, as additional cash collateral in funds to be deposited as Cash Collateral, an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything equal to the contrary contained in this Agreementexcess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingif any, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be then held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the Issuing Lender that there exists excess cash collateral; provided thatdrawing of any Letter of Credit for which funds are on deposit as Cash Collateral, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral such funds shall be held to support future anticipated Fronting Exposure or other obligations and providedapplied, further, that to the extent that permitted under applicable Laws, to reimburse such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan DocumentsL/C Issuer.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following Upon the written request of the Administrative Agent 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, or (ii) if, as of the Issuing Lender Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (with a copy to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than equal to 103% of such Outstanding Amount determined as of the Minimum Collateral Amount. (ii) The Borrowerdate of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). For purposes of this Section 2.03, Section 2.05 and Section 9.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Collateral Agent, for the benefit of the Issuing LenderL/C Issuers and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and agrees substance reasonably satisfactory to maintainthe Collateral Agent and such L/C Issuer (which documents are hereby consented to by the Revolving Credit Lenders) or to otherwise backstop (with a letter of credit on customary terms or otherwise) such L/C Obligations to the applicable L/C Issuer’s and the Administrative Agent’s reasonable satisfaction. Derivatives of such term have corresponding meanings. The Borrowers hereby grant to the Collateral Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders, a first priority security interest in all such cash collateral as security for cash, deposit accounts and all balances therein and all proceeds of the Defaulting Lenders’ obligation to fund participations foregoing. Cash Collateral shall be maintained in respect of Letters of Credit, to be applied pursuant to clause (b) belowblocked deposit accounts with the Collateral Agent. If at any time the Administrative Agent or the Collateral Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Collateral Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral funds is less than 103% of the Minimum Collateral Amountaggregate Outstanding Amount of all L/C Obligations, the Borrower Borrowers will, promptly forthwith upon demand by the Administrative Collateral Agent, pay or provide to the Collateral Agent, as additional funds to be deposited and held in the deposit accounts with the Collateral Agent as aforesaid, an amount equal to the excess of (a) 103% of such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent additional cash collateral in an amount sufficient or the Collateral Agent determines to eliminate be free and clear of any such deficiency (after giving effect to right and claim. Upon the drawing of any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingapplied, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by permitted under applicable law, to reimburse the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsapplicable L/C Issuer.

Cash Collateral. (ia) At any time that there shall exist a Defaulting Lender, within one Business Day following Upon the written request of the Administrative Agent Required Revolving Credit Lenders if, as of the applicable Revolving L/C Maturity Date, (i) there are any applicable Revolving Letters of Credit Outstanding or (ii) the Issuing Lender (with a copy to the Administrative Agentprovisions of Section 2.16(b)(ii) are in effect, the Borrower shall cash collateralize promptly Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender applicable Revolving Letters of Credit Outstanding (determined in the case of Cash Collateral provided pursuant to clause (ii) above, after giving effect to Section 2.31(a)(iv2.16(b)(i)). (b) If any Event of Default shall occur and be continuing, the Required Revolving Credit Lenders may require that the Revolving L/C Obligations be Cash Collateralized. (c) For purposes of this Agreement, “Cash Collateralize” means to (i) in all cases, to the extent reasonably acceptable to the applicable Revolving Letter of Credit Issuer, to issue “back-stop” Revolving Letters of Credit naming the relevant Revolving Letter of Credit Issuer as beneficiary for each outstanding Revolving Letter of Credit issued by the relevant Revolving Letter of Credit Issuer, which new Revolving Letters of Credit shall have a face amount equal to the Revolving Letters of Credit being back-stopped and the sole requirement for drawing on such new Revolving Letters of Credit shall be a drawing on the corresponding back-stopped Revolving Letters of Credit and/or (ii) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Revolving Letter of Credit Issuers as collateral for the Revolving L/C Obligations, cash or deposit account balances (such items in clauses (i) and any cash collateral provided by such Defaulting Lender(ii), “Cash Collateral”) in an amount not less than equal to 100% of the Minimum Collateral Amount. (ii) The Borrower, amount of the Revolving Letters of Credit Outstanding required to be Cash Collateralized pursuant to documentation in form and substance reasonably satisfactory to the extent provided Administrative Agent, the Borrower and the Revolving Letter of Credit Issuers (which documents are hereby consented to by any Defaulting Lender, the Revolving Credit Lenders). Derivatives of such Defaulting Lender, terms have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, and agrees to maintainRevolving Letter of Credit Issuers, a first priority security interest in all such cash collateral as security for cash, deposit accounts and all balances therein and all proceeds of the Defaulting Lenders’ obligation documentation in form and substance reasonably satisfactory to fund participations in respect of Letters of Credit, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide the Revolving Letter of Credit Issuers (which documents are hereby consented to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Revolving Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable LenderLenders), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that . Such cash collateral shall be held to support future anticipated Fronting Exposure or other obligations maintained in blocked, interest bearing deposit accounts established by and provided, further, that to in the extent that such cash collateral was provided by name of the Administrative Agent (with the interest accruing for the benefit of the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents).

Cash Collateral. (i) At If any time that there shall exist a Defaulting Lender, within one Business Day following the written request Event of Default occurs and is continuing and the Administrative Agent or the Issuing Lender Required Revolving Credit Lenders or Required Lenders, as applicable, require the Borrowers to Cash Collateralize the L/C Obligations pursuant to Section 8.02(a)(iii) or (with a copy to the Administrative Agentii) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure an Event of Default set forth under Section 8.01(f) (with respect to such Defaulting Lender the Borrowers) or (determined after giving effect to Section 2.31(a)(ivg) occurs and any cash collateral provided by such Defaulting Lender) is continuing, then the Borrowers shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount not less than equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the Minimum date such Cash Collateral Amount. (ii) The Borroweris provided). For purposes hereof, “Cash Collateralize” means to pledge and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Lenderrelevant L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances in the relevant currencies in an amount equal to the L/C Exposure (determined as of the date of such Event of Default) (“Cash Collateral”) pursuant to documentation in form and agrees substance reasonably satisfactory to maintainthe Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrowers hereby grant to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders, a first priority security interest in all such cash collateral as security cash, deposit accounts and all balances therein and all proceeds of the foregoing. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the Defaulting Lenders’ obligation to fund participations benefit of the Revolving Credit Lenders and may be invested in respect of Letters of Credit, to be applied pursuant to clause (b) belowreadily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and (on behalf of the Issuing Lender as herein provided (other than Permitted Liens), Secured Parties) or that the total amount of such cash collateral funds is less than the Minimum Collateral AmountL/C Exposure, the Borrower Borrowers will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingAgent, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required additional funds to be deposited and held as cash collateral pursuant to this Section 2.31 following (i) in the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure 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 Issuing Lender that there exists excess cash collateral; provided thatdrawing of any Letter of Credit for which funds are on deposit as Cash Collateral, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral such funds shall be held to support future anticipated Fronting Exposure or other obligations and providedapplied, further, that to the extent that such cash collateral was provided by permitted under applicable Law, to reimburse the Borrowerrelevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, such cash collateral the excess shall remain subject be refunded to the security Borrowers. 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 (including any accrued interest granted pursuant thereon) shall be refunded to the Loan DocumentsBorrowers.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the Issuing Lender Bank (with a copy to the Administrative Agent) the Borrower shall cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting LC Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.24(b)(iv) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than 105% of the Minimum Collateral AmountIssuing Bank’s LC Exposure with respect to such Defaulting Lender. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing LenderBank, and agrees to maintain, a first priority security interest (subject to Excepted Liens arising by operation of law) in all such cash collateral Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (biii) below. If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender Bank as herein provided (other than Permitted LiensExcepted Liens arising by operation of law), or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountminimum amount required pursuant to clause (i) above, the Borrower will, promptly upon written demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 2.24(a) or Section 2.24(b) in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit or LC Disbursements (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the any Issuing LenderBank’s Fronting LC Exposure shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 2.24(a) following (iA) the elimination of the applicable Fronting LC Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender Bank that there exists excess cash collateralCash Collateral (including following any subsequent reallocation among Non-Defaulting Lenders pursuant to Section 2.24(b)(iv)); provided that, subject to this Section 2.31 2.24(b) through (d) the Person providing cash collateral Cash Collateral and the each Issuing Lender Bank may agree that cash collateral Cash Collateral shall be held to support future anticipated Fronting LC Exposure or other obligations and provided, further, provided further that to the extent that such cash collateral Cash Collateral was provided by the Borrower, such cash collateral Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the Issuing Lender any L/C Issuer (with a copy to the Administrative Agent) the Borrower Borrowers shall cash collateralize the Issuing Lendersuch L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.15(a)(v) and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) The BorrowerBorrowers, and to the extent provided by any Defaulting Revolving Credit Lender, such Defaulting Revolving Credit Lender, hereby grants grant to the Administrative Agent, for the benefit of the Issuing Lendereach L/C Issuer, and agrees to maintain, a first priority security interest in all such cash collateral as security for the Defaulting Lenders’ Revolving Credit Lender’s obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (biii) below. If at any time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender such L/C Issuer as herein provided (other than Permitted Liens), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, the Borrower Borrowers 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 (after giving effect to any cash collateral provided by the Defaulting Revolving Credit Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 2.15 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Revolving Credit Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Revolving Credit Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lenderany L/C Issuer’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 2.15 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender such L/C Issuer that there exists excess cash collateral; provided that, subject to this Section 2.31 2.15 the Person providing cash collateral and the Issuing Lender such L/C Issuer may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and obligations; provided, further, that to the extent that such cash collateral was provided by the a Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At If any time that there shall exist a Defaulting Lender, within one Business Day following Event of Default occurs and is continuing and the written request of the Administrative Revolver Agent or the Issuing Lender Required Revolving Credit Lenders or Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(a)(iii) or (ii) an Event of Default set forth under Section 8.01(f) (with a copy respect to the Administrative AgentBorrower) or (g) occurs and is continuing, then the Borrower shall cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender then Outstanding Amount of all L/C Obligations (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the Minimum date such Cash Collateral Amount. (ii) The Borroweris provided). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Revolver Agent, for the benefit of the Issuing Lenderrelevant L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances in the relevant currencies in an amount equal to the L/C Exposure (determined as of the date of such Event of Default) (“Cash Collateral”) pursuant to documentation in form and agrees substance reasonably satisfactory to maintainthe Revolver Agent and the relevant 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 Revolver Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders, a first priority security interest in all such cash collateral as security cash, deposit accounts and all balances therein and all proceeds of the foregoing. The Revolver Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account. Cash Collateral shall be maintained in accounts satisfactory to the Revolver Agent, in the name of the Revolver Agent and for the Defaulting Lenders’ obligation to fund participations benefit of the Revolving Credit Lenders and may be invested in respect of Letters of Credit, to be applied pursuant to clause (b) belowreadily available Cash Equivalents at its sole discretion. If at any time the Administrative Revolver Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Revolver Agent and (on behalf of the Issuing Lender as herein provided (other than Permitted Liens), Secured Parties) or that the total amount of such cash collateral funds is less than the Minimum Collateral AmountL/C Exposure, the Borrower will, promptly forthwith upon demand by the Administrative Revolver Agent, pay or provide to the Administrative Agent Revolver Agent, as additional cash collateral funds to be deposited and held in the deposit accounts specified by the Revolver Agent, an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything equal to the contrary contained in this Agreementexcess of (a) such L/C Exposure over (b) the total amount of funds, cash collateral provided under this Section 2.31 in respect if any, then held as Cash Collateral that the Revolver Agent reasonably determines to be free and clear of Letters 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 satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingapplied, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, such cash collateral the amount of any Cash Collateral (including any accrued interest thereon) shall remain subject be refunded to the security interest granted pursuant to the Loan DocumentsBorrower.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the Issuing Lender any L/C Issuer (with a copy to the Administrative Agent) the Borrower Borrowers shall cash collateralize the Issuing Lendersuch L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.15(a)(v) and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) The BorrowerBorrowers, and to the extent provided by any Defaulting Revolving Credit Lender, such Defaulting Revolving Credit Lender, hereby grants grant to the Administrative Agent, for the benefit of the Issuing Lendereach L/C Issuer, and agrees to maintain, a first priority security interest in all such cash collateral as security for the Defaulting Lenders’ Revolving Credit Xxxxxx’s obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (biii) below. If at any time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender such L/C Issuer as herein provided (other than Permitted Liens), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, the Borrower Borrowers 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 (after giving effect to any cash collateral provided by the Defaulting Revolving Credit Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 2.15 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Revolving Credit Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Revolving Credit Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lenderany L/C Issuer’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 2.15 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender such L/C Issuer that there exists excess cash collateral; provided that, subject to this Section 2.31 2.15 the Person providing cash collateral and the Issuing Lender such L/C Issuer may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and obligations; provided, further, that to the extent that such cash collateral was provided by the a Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At If any time that there Event of Default shall exist a Defaulting Lenderoccur and be continuing, within one on the Business Day following that the written request of Borrower receives notice from the Administrative Agent or the Issuing Lender (with a copy Required Lenders demanding the deposit of Cash Collateral pursuant to the Administrative Agent) this paragraph, the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) deposit in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing LenderLenders, an amount in cash equal to the Agreed L/C Cash Collateral Amount plus any accrued and unpaid interest thereon on or before the Business Day following the day of such demand (or if such demand is given to the Borrower prior to 4:00 p.m. on a Business Day, on such Business Day); provided that the obligation to deposit such Cash Collateral shall become effective immediately, and agrees 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 maintainthe Borrower described in Section 9.01(g), a first priority security interest in all such cash collateral as security for (h) or (i) or, if the Defaulting Lenders’ obligation to fund participations in respect maturity of Letters of Credit, to the Loans has been accelerated. Such deposit shall be applied pursuant to clause (b) below. If at any time held by the Administrative Agent determines that cash as collateral is subject to 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. Other than any right or claim interest earned on the investment of any Person other than such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Issuing Lender as herein provided (other than Permitted Liens)Borrower’s risk and expense, such deposits shall not bear interest. Interest or that the total amount of profits, if any, on such cash collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative AgentAgent to reimburse an Issuing Bank for any disbursements under Letters of Credit made by it and for which it has not been reimbursed and, pay or provide to the Administrative Agent additional cash collateral in extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Letter of Credit Usage at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Issuing Banks with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), be applied to satisfy the other Obligations. If the Borrower is required to provide an amount sufficient of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to eliminate the extent not applied as aforesaid) shall be returned to the Company within seven Business Days after all Events of Default have been cured or waived, so long as no other Event of Default occurs prior to the return of such deficiency (after giving effect Cash Collateral to any cash collateral provided by the Defaulting Lender. (iii) Company. Notwithstanding anything to the contrary contained in this Agreementherein, cash collateral provided under this Section 2.31 in respect if as of Letters the expiration date of any Letter of Credit shall be applied to any obligation thereunder remains outstanding, the satisfaction of Borrower shall, at the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination request of the applicable Fronting Exposure (including by Issuing Bank, deposit in an account with the termination Administrative Agent, in the name of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and for the Issuing Lender that there exists excess benefit of the Lenders, an amount in cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that equal to the extent that Agreed L/C Cash Collateral Amount plus any accrued and unpaid interest thereon on or before the Business Day following the day of such cash collateral was provided by the Borrower, request (or if such cash collateral shall remain subject request is given to the security interest granted pursuant Borrower prior to the Loan Documents4:00 p.m. on a Business Day, on such Business Day).

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request of the Administrative Agent or the Issuing Lender LC Issuer (with a copy to the Administrative Agent) the Borrower Borrowers shall cash collateralize the Issuing LenderCash Collateralize LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in an amount sufficient to cover the applicable Fronting Exposure (determined after giving effect to Section 2.31(a)(iv4.2(a)(iv) and any cash collateral Cash Collateral provided by such the Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) The Borrower). Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing LenderLC Issuer, and agrees to maintain, a perfected first priority security interest in all such cash collateral Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of CreditLC Obligations, to be applied pursuant to clause (b) in the manner set forth below. If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender LC Issuer as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountapplicable Fronting Exposure, the Borrower Borrowers will, promptly upon demand ON DEMAND by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral Cash Collateral provided by the Defaulting Lender. (iii) ). Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 4.6 or Section 4.2 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit LC Obligations (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral Cash Collateral was so provided, prior to any other application of such property Property as may otherwise be provided for herein. (iv) . Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lenderany LC Issuer’s Fronting Exposure shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 4.6 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender LC Issuer that there exists excess cash collateralCash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Credit Party shall not be released during the continuance of a Default or Event of Default (and following application as provided that, subject to in this Section 2.31 4.6 may be otherwise applied in accordance with Section 5.5) but shall be released upon the waiver of such Default or Event of Default in accordance with the terms of this Agreement, and (y) the Person providing cash collateral Cash Collateral and the Issuing Lender LC Issuer or Swing Line Lender, as applicable, may agree that cash collateral Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan DocumentsObligations.

Cash Collateral. (ia) At any time that there shall exist a Defaulting LenderIf, within one Business Day following the written request as of the Administrative Agent or the Issuing Lender (with a copy to the Administrative Agent) Letter of Credit Maturity Date, there are any Letter of Credit Obligations, the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender promptly (determined after giving effect to Section 2.31(a)(iv) and in any cash collateral provided by such Defaulting Lender) in an amount event not less later than the Minimum following Business Day) Cash Collateralize the Letter of Credit Obligations that for any reason remain outstanding. Section 2.16 and Section 5.2 set forth certain additional circumstances under which Cash Collateral Amountmay be, or is required to be, delivered hereunder. (iib) The BorrowerIf any Event of Default shall occur and be continuing, the Required Revolving Credit Lenders may require that the Letter of Credit Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Required Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” means to pledge and deposit with or deliver to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Collateral Agent, for the benefit of the Issuing LenderLetter of Credit Issuer collateral for the Letter of Credit Obligations cash or deposit account balances (“Cash Collateral”) in an amount equal to the amount of the Letter of Credit Obligations required to be Cash Collateralized pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Letter of Credit Issuer (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such terms have corresponding meanings. The Borrower hereby grants to the Collateral Agent, for the benefit of the Letter of Credit Issuer and agrees to maintainthe Letter of Credit Participants, a first priority security interest in all such cash collateral as security for cash, deposit accounts and all balances therein and all proceeds of the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (b) belowforegoing. If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and Collateral Agent, the Issuing Lender as herein provided (Letter of Credit Issuer or the Letter of Credit Participants, other than Permitted Liens)any Liens permitted under Section 10.2, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountamount required to be delivered as described above, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Collateral Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit deficiency. Cash Collateral shall be applied to maintained in blocked, interest bearing deposit accounts with the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for hereinCollateral Agent. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the Issuing Lender Bank (with a copy to the Administrative Agent) the Borrower shall cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting LC Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.26(b)(iv) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than 105% of the Minimum Collateral AmountIssuing Bank’s LC Exposure with respect to such Defaulting Lender. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing LenderBank, and agrees to maintain, a first priority security interest in all such cash collateral Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (biii) below. If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender Bank as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountminimum amount required pursuant to clause (i) above, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 2.26(a) or Section 2.26(b) in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit or LC Disbursements (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the any Issuing LenderBank’s Fronting LC Exposure shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 2.26(a) following (iA) the elimination of the applicable Fronting LC Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender Bank that there exists excess cash collateralCash Collateral; provided that, subject to this Section 2.31 2.26(b) through (d) the Person providing cash collateral Cash Collateral and the each Issuing Lender Bank may agree that cash collateral Cash Collateral shall be held to support future anticipated Fronting LC Exposure or other obligations and provided, further, provided further that to the extent that such cash collateral Cash Collateral was provided by the Borrower, such cash collateral Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (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 or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, within one Business Day following immediately upon the written request of the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover (i) 103% of all Fronting Exposure of such Defaulting Lender after giving effect to Section 2.19(a)(iv) and any Cash Collateral provided by such Defaulting Lender. (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent or the Issuing Lender (with a copy to the Administrative Collateral Agent) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) . The BorrowerBorrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent and the Collateral Agent, for the benefit of the Issuing Administrative Agent, the applicable L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the Defaulting Lenders’ obligation obligations to fund participations in respect of Letters of Credit, to which such Cash Collateral may be applied pursuant to clause (b) belowSection 2.18(c). If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountapplicable Fronting Exposure and other obligations secured thereby, the Borrower willBorrowers and the relevant Defaulting Lender shall, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lenderdeficiency. (iiic) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under any of this Section 2.31 2.18 or Sections 2.03, 2.04, 2.05, 2.06, 2.19, 8.02 or 8.04 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the Defaulting Lender’s obligation specific L/C Obligations, Swing Line Loans, obligations to fund participations in respect of Letters of Credit therein (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the cash collateral Cash Collateral was so provided, provided prior to any other application of such property as may otherwise be provided for herein. (ivd) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure or other obligations shall no longer be required to be held as cash collateral pursuant to this Section 2.31 released promptly following (i) the elimination of the applicable Fronting Exposure (after giving effect to such release) or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable LenderLender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii), )) or (ii) the Administrative Agent’s good faith determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateralCash 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 under Sections 8.01(a), (f) or (g) or an Event of Default (and following application as provided that, subject to in this Section 2.31 2.18 may be otherwise applied in accordance with Section 8.04) and (y) the Person providing cash collateral Cash Collateral and the Issuing Lender applicable L/C Issuer or Swing Line Lender, as applicable, may agree that cash collateral Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsobligations.

Cash Collateral. (i) At If any time that there Event of Default shall exist a Defaulting Lenderoccur and be continuing, within one on the Business Day following that the written request of Borrower receives notice from the Administrative Agent or the Issuing Lender Required Revolving Lenders (or, if the maturity of the Revolving Loans has been accelerated, Revolving Lenders with a copy Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage) demanding the deposit of Cash Collateral pursuant to the Administrative Agent) this paragraph, the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) deposit in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing LenderRevolving Lenders, an amount in cash equal to the Agreed L/C Cash Collateral Amount plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and agrees 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 maintain, a first priority security interest the Borrower described in all such cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to Section 7.01(h) or (i). Such deposit shall be applied pursuant to clause (b) below. If at any time held by the Administrative Agent determines that cash as collateral is subject to 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 right or claim interest earned on the investment of any Person other than such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Issuing Lender as herein provided (other than Permitted Liens)Borrower’s risk and expense, such deposits shall not bear interest. Interest or that the total amount of profits, if any, on such cash collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent, pay or provide Agent to reimburse the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to Issuing Bank for any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided disbursements under this Section 2.31 in respect of Letters of Credit made by it and for which it has not been reimbursed and, to the extent not so applied, shall be applied to held for the satisfaction of the Defaulting Lender’s obligation to fund participations in respect reimbursement obligations of Letters the Borrower for the Letter of Credit Usage at such time or, if the maturity of the Revolving Loans has been accelerated (includingbut subject to the consent of Revolving Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), as be applied to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which satisfy other obligations of the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or Borrower under this Agreement. If the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be Borrower is required to be held provide an amount of Cash Collateral hereunder as cash collateral pursuant to this Section 2.31 following (i) the elimination a result of the applicable Fronting Exposure occurrence of an Event of Default, such amount (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral not applied as aforesaid) shall remain subject be returned to the security interest granted pursuant to the Loan DocumentsBorrower within five Business Days after all Events of Default have been cured or waived.

Cash Collateral. (iIf the reallocation described in Section 2.21(a)(iv) At any time that there shall exist a Defaulting Lenderabove cannot, or can only partially, be effected, within one three (3) Business Day following the written request of the Administrative Agent Agent, the applicable Issuing Bank or the Issuing Lender (with a copy Swingline Lender, the Borrower shall deliver to the Administrative AgentAgent cash collateral (or, in the case of Swingline Exposure, at the Borrower’s election, prepayment ) in an amount sufficient to cover the Borrower shall cash collateralize the Issuing portion of such Defaulting Lender’s Fronting Swingline Exposure with respect to such Defaulting Lender and LC Exposure (determined after giving effect to Section 2.31(a)(iv2.21(a)(iv) and any cash collateral provided by the Defaulting Lender or pursuant to Section 2.21(a)(ii) from payments made for the account of such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, for so long as such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, and agrees to maintain, a first priority security interest in all such cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that cash collateral Swingline Exposure or LC Exposure is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, the Borrower 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 (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateraloutstanding; provided that, subject (i) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this clause (c), the Borrower shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.31 2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure is cash collateralized; (ii) if any portion of the Person providing LC Exposure of such Defaulting Lender is reallocated pursuant to Section 2.21(a)(iv) above, then the fees payable to the Lenders pursuant to Sections 2.11(b) shall be adjusted to give effect to such reallocation; and (iii) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateral and collateralized pursuant to Section 2.21(a)(iv) or Section 2.21(c) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all participation fees payable under Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Lender may agree that cash collateral shall be held Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to support future anticipated Fronting Exposure or other obligations Letters of Credit issued by each Issuing Bank) until and provided, further, that to the extent that such LC Exposure is reallocated and/or cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentscollateralized.

Cash Collateral. (ia) At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the Issuing Lender any Issuer (with a copy to the Administrative Agent) the Borrower Borrowers shall cash collateralize Cash Collateralize the Issuing Lender’s Issuers’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.21(a)(iii) (Default Lender) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (iib) The BorrowerBorrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing LenderIssuers, and agrees to maintain, a first priority security interest in all such cash collateral Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters Letter of CreditCredit Obligations, to be applied pursuant to clause (bc) below. If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender Issuers as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amount, the Borrower Borrowers will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (ivc) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lenderany Issuer’s Fronting Exposure shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 2.20 (Cash Collateral) following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender each Issuer that there exists excess cash collateralCash Collateral; provided that, subject to this Section 2.31 2.21 (Default Lender) the Person providing cash collateral Cash Collateral and the Issuing Lender each Issuer may agree that cash collateral Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsobligations.

Cash Collateral. (i) At If any time that there Event of Default shall exist a Defaulting Lenderoccur and be continuing, within one on the Business Day following that the written request of Borrower receives notice from the Administrative Agent or the Issuing Lender (Required Lenders demanding that its reimbursement obligations with a copy respect to the Administrative Agent) Letters of Credit be Cash Collateralized pursuant to this Section, the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) deposit in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing LenderLetter of Credit Issuer and the Lenders, an amount in cash equal to 103% of the aggregate Letter of Credit Exposure of all Lenders as of such date plus any accrued and agrees to maintain, a first priority security interest in all unpaid fees thereon; provided that such cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect Cash Collateralize the reimbursement obligations of Letters of Credit, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide with respect to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall become effective immediately, and such deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 10.5. 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. The Borrower agrees to execute any documents and/or certificates to effectuate the intent of this Section. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and reasonable discretion of the Administrative Agent (acting in good faith) and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest and 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 Letter of Credit Issuer for Letter of Credit Disbursements for which it had not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Defaulting Lender’s obligation reimbursement obligations of the Borrower for the Letter of Credit Exposure at such time or, if the maturity of the Loans has been accelerated, with the consent of the Required Lenders, be applied to fund participations in satisfy other obligations of the Borrower under this Agreement and the other Credit Documents. If the Borrower is required to Cash Collateralize its reimbursement obligations with respect of to the Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination result of the applicable Fronting Exposure occurrence of an Event of Default, such Cash Collateral so posted (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral not so applied as aforesaid) shall remain subject be returned to the security interest granted pursuant to the Loan DocumentsBorrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral. (i) At If any time that there Event of Default shall exist a Defaulting Lenderoccur and be continuing, within one on the Business Day following that the written request of Borrower receives notice from the Administrative Agent or the Issuing Lender Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with a copy Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage) demanding the deposit of Cash Collateral pursuant to the Administrative Agent) this paragraph, the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) deposit in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and the Issuing LenderBanks, an amount in cash equal to the Agreed L/C Cash Collateral Amount plus any accrued and unpaid interest thereon; provided that (i) any such required Cash Collateral shall be made in dollars unless such Cash Collateral is attributable to undrawn Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (in which cash such Cash Collateral shall be deposited in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements) and (ii) the obligation to deposit such Cash Collateral shall become effective immediately, and agrees such Cash Collateral 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 maintainthe Borrower described in Section 7.01(h), a first priority security interest in all such cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to (i) or (j). Such Cash Collateral shall be applied pursuant to clause (b) below. If at any time held by the Administrative Agent determines that cash as collateral is subject to 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 right or claim interest earned on the investment of any Person other than such Cash Collateral, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Issuing Lender as herein provided (other than Permitted Liens)Borrower’s risk and expense, such Cash Collateral shall not bear interest. Interest or that the total amount of profits, if any, on such cash collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent, pay or provide Agent to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to reimburse each Issuing Bank for any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided disbursements under this Section 2.31 in respect of Letters of Credit made by it and for which it has not been reimbursed and, to the extent not so applied, shall be applied to held for the satisfaction of the Defaulting Lender’s obligation to fund participations in respect reimbursement obligations of Letters the Borrower for the Letter of Credit Usage at such time or, if the maturity of the Loans has been accelerated (includingbut subject to the consent of Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), as be applied to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which satisfy other obligations of the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or Borrower under this Agreement. If the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be Borrower is required to be held provide an amount of Cash Collateral hereunder as cash collateral pursuant to this Section 2.31 following (i) the elimination a result of the applicable Fronting Exposure occurrence of an Event of Default, such amount (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral not applied as aforesaid) shall remain subject be returned to the security interest granted pursuant to the Loan DocumentsBorrower (or as otherwise ordered by a court of competent jurisdiction) within five Business Days after all Events of Default have been cured or waived.

Cash Collateral. (ia) At any time that there shall exist a Defaulting LenderIf, within one Business Day following the written request as of the Administrative Agent Letter of Credit Maturity Date, there are any Letter of Credit Obligations, the Borrower shall promptly Cash Collateralize the Letter of Credit Obligations that for any reason remain outstanding. Section 2.16 and Section 5.2 set forth certain additional requirements to deliver Cash Collateral hereunder. (b) If any Event of Default shall occur and be continuing, the Required Revolving Class Lenders may require that the Letter of Credit Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Issuing Lender Required Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” means to pledge and deposit with a copy or deliver to the Administrative Agent) , for the Borrower shall benefit of the Letter of Credit Issuers as collateral for the Letter of Credit Obligations, cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender or deposit account balances (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender“Cash Collateral”) in an amount not less than equal to 100% of the Minimum Collateral Amount. (ii) The Borrower, amount of the Letter of Credit Obligations required to be Cash Collateralized pursuant to documentation in form and substance reasonably satisfactory to the extent provided Administrative Agent and the Letter of Credit Issuers (which documents are hereby consented to by any Defaulting Lender, the Revolving Credit Lenders). Derivatives of such Defaulting Lender, terms have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, Letter of Credit Issuers and agrees to maintain, the Letter of Credit Participants a first priority security interest in all such cash collateral as security for cash, deposit accounts and all balances therein and all proceeds of the Defaulting Lenders’ obligation to fund participations foregoing. Cash Collateral shall be maintained in respect of Letters of Creditblocked, to be applied pursuant to clause (b) belowinterest bearing deposit accounts with the Administrative Agent. If at any time the Administrative Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral funds is less than the Minimum Collateral AmountLetter of Credit Obligations, the Borrower will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent Agent, as additional cash collateral in funds to be deposited as Cash Collateral, an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything equal to the contrary contained in this Agreementexcess of (x) such aggregate outstanding amount over (y) the total amount of funds, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingif any, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be then held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the Issuing Lender that there exists excess cash collateral; provided thatdrawing of any Letter of Credit for which funds are on deposit as Cash Collateral, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral such funds shall be held to support future anticipated Fronting Exposure or other obligations and providedapplied, further, that to the extent that such cash collateral was provided by permitted under Applicable Laws to reimburse the applicable Letter of Credit Issuer. To the extent the amount of any Cash Collateral exceeds the aggregate outstanding amount of all Letter of Credit Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At any time that there shall exist a Defaulting LenderIf, within one Business Day following the written request as of the Administrative Agent or Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Issuing Lender (with a copy to Borrowers shall, in each case, immediately Cash Collateralize the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) then Outstanding Amount of all L/C Obligations in an amount not less than equal to 105% of the Minimum Collateral Amount. (ii) The BorrowerOutstanding Amount of all L/C Obligations, pursuant to documentation in form and substance satisfactory to the extent provided Agent and the L/C Issuer (which documents are hereby Consented to by any Defaulting Lenderthe Lenders). Sections 2.05, such Defaulting Lender, 2.06(c) and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. The Borrowers hereby grants grant to the Administrative Agent, for the benefit of the Issuing Lender, and agrees to maintain, Agent a first priority security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing to secure all Obligations. Such cash collateral as security for shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America except that Permitted Investments of the Defaulting Lenderstype listed in clauses (a) through (e) of the definition thereof may be made at the request of the Lead Borrower at the option and in the sole discretion of the Agent (and at the Borrowers’ obligation to fund participations risk and expense); interest or profits, if any, on such investments shall accumulate in respect of Letters of Credit, to be applied pursuant to clause (b) below. such account] If at any time the Administrative Agent determines that any funds held as cash collateral is are subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral funds is less than the Minimum Collateral Amountaggregate Outstanding Amount of all L/C Obligations, the Borrower Borrowers will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent Agent, as additional funds to be deposited as cash collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as cash collateral in an amount sufficient that the Agent determines to eliminate be free and clear of any such deficiency (after giving effect to right and claim. Upon the drawing of any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters Letter of Credit for which funds are on deposit as cash collateral, such funds shall be applied to reimburse the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingL/C Issuer and, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrowernot so applied, such cash collateral shall remain subject thereafter be applied to the security interest granted pursuant to the Loan Documentssatisfy other Obligations.

Cash Collateral. If (ix) At any time that there Event of Default shall exist a Defaulting Lenderoccur and be continuing, within one on the Business Day following that the written request Borrower receives notice from the Administrative Agent or Lenders holding more than 50% of the total LC Exposure demanding the deposit of cash collateral pursuant to this paragraph, or (y) the maturity of the Revolving Loans has been accelerated, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent or the Issuing Lender (with a copy to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Lenderapplicable Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and agrees unpaid interest thereon; provided that the obligation to maintain, a first priority security interest in all 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 paragraph (h) or (i) of Article 8. Such deposit shall be held by the Administrative Agent as security collateral for the Defaulting Lenders’ payment and performance of the obligations of the Borrower under this Section 2.9. The 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 Agent be under any obligation whatsoever to fund participations invest the same, provided, however, that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in respect direct short-term obligations of, or short-term obligations the principal of Letters and interest on which are unconditionally guaranteed by, the United States of CreditAmerica, in each case maturing no later than the expiry date of the Letter 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 as follows: first, to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed, second, if there be any excess, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, the Borrower 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 (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to held for the satisfaction of the Defaulting Lender’s obligation to fund participations in respect reimbursement obligations (contingent or otherwise) of Letters of Credit (includingthe Borrower for the LC Exposure at such time, as to cash collateral provided by a Defaulting Lenderthird, if there be any interest accrued on such obligation) for which the cash collateral was so providedexcess, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Revolving Credit Exposure shall no longer of all of the Lenders pro rata, and fourth, if there be any excess and if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to be held as provide an amount of cash collateral pursuant to this Section 2.31 following (i) the elimination hereunder as a result of the applicable Fronting Exposure occurrence of an Event of Default, such amount and any interest thereon (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral not applied as aforesaid) shall remain subject be returned to the security interest granted pursuant to the Loan DocumentsBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. (i) If the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law Cash Collateralize the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in this subsection. (ii) At any time that there shall exist a Defaulting Lender that is a Revolving Lender, within one (1) Business Day following the written request of the Administrative Agent or the Issuing Lender Bank (with a copy to the Administrative Agent) ), the Borrower shall cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(ivthe immediately preceding subsection (d) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amountaggregate Fronting Exposure of the Issuing Bank with respect to Facility Letters of Credit issued and outstanding at such time. (iiiii) The Borrower, and to the extent provided by any Defaulting Lender that is a Revolving Lender, such Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the Issuing LenderBank, and agrees agree to maintain, a first priority security interest in all such cash collateral Cash Collateral as security for the obligation of the Defaulting Lenders’ obligation Lenders that are Revolving Lenders to fund participations in respect of Letters Facility Letter of CreditCredit Obligations, to be applied pursuant to the immediately following clause (b) belowiv). If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender Bank as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountaggregate Fronting Exposure of the Issuing Bank with respect to Facility Letters of Credit issued and outstanding at such time, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral Cash Collateral provided by the Defaulting Lender). (iiiiv) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 in respect of Facility Letters of Credit shall be applied to the satisfaction of the obligation of the Defaulting Lender’s obligation Lenders that are Revolving Lenders to fund participations in respect of Letters Facility Letter of Credit Obligations (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (ivv) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing LenderBank’s Fronting Exposure shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 subsection following (ix) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (iiy) the determination by the Administrative Agent and the Issuing Lender Bank that there exists excess cash collateralCash Collateral; provided that, subject to this Section 2.31 the immediately preceding subsection (b), the Person providing cash collateral Cash Collateral and the Issuing Lender Bank may (but shall not be obligated to) agree that cash collateral Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, provided further that to the extent that such cash collateral Cash Collateral was provided by the Borrower, such cash collateral Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following Upon the written request of the Administrative Agent 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 and the Issuing Lender conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (with a copy to ii) if, as of the Administrative Agent) Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the relevant Borrower shall cash collateralize shall, within three Business Days, Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender then Outstanding Amount of all L/C Obligations (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than equal to such Outstanding Amount determined as of the Minimum Collateral Amount. date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be) or, in the case of clause (ii) The Borrower), and provide a back-to-back letter of credit in a face amount at least equal to the extent then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably satisfactory to the L/C Issuer. Unless at the option of the Company, Cash Collateral was deposited in the foreign currency in which the applicable Letter of Credit was issued, 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 provided by any Defaulting Lenderin order to protect against the results of exchange rate fluctuations. For purposes hereof, such Defaulting Lender, hereby grants “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing LenderL/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash as collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of CreditL/C Obligations, to be applied cash or deposit account balances (“Cash Collateral”) pursuant to clause documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (b) belowwhich documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Cash Collateral shall be maintained in a Cash Collateral Account. If at any time the Administrative Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than rights or claims of the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), arising by operation of law or that the total amount of such cash collateral funds is less than the Minimum Collateral Amountaggregate Outstanding Amount of all L/C Obligations, the Borrower Borrowers will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent Agent, as additional cash collateral funds to be deposited and held in the Cash Collateral Account, an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything equal to the contrary contained in this Agreementexcess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingif any, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be then held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the Issuing Lender that there exists excess cash collateral; provided thatdrawing of any Letter of Credit for which funds are on deposit as Cash Collateral, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral such funds shall be held to support future anticipated Fronting Exposure or other obligations and providedapplied, further, that to the extent that such cash collateral was provided by permitted under applicable Law, to reimburse the BorrowerL/C Issuer. To the extent the amount of any Cash Collateral exceeds the aggregate Outstanding Amount of all L/C Obligations and so long as no Event of Default has occurred and is continuing, such cash collateral the excess shall remain subject be refunded to the security interest granted pursuant to the Loan DocumentsBorrowers.

Cash Collateral. (i) At If any time that there shall exist a Defaulting Lender, within one Business Day following the written request Event of Default occurs and is continuing and the Administrative Agent or the Issuing Lender Required Revolving Credit Lenders or Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(a)(iii) or (ii) an Event of Default set forth under Section 8.01(f) (with a copy respect to the Borrower) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent) , for the Borrower shall benefit of the relevant L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash collateralize or deposit account balances in the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) relevant currencies in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and equal to the extent provided L/C Exposure (determined as of the date of such Event of Default) (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by any Defaulting Lender, the Lenders). Derivatives of such Defaulting Lender, term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, L/C Issuers and agrees to maintainthe Revolving Credit Lenders, a first priority security interest in all such cash collateral as security cash, deposit accounts and all balances therein and all proceeds of the foregoing. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the Defaulting Lenders’ obligation to fund participations benefit of the Revolving Credit Lenders and may be invested in respect of Letters of Credit, to be applied pursuant to clause (b) belowreadily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and (on behalf of the Issuing Lender as herein provided (other than Permitted Liens), Secured Parties) or that the total amount of such cash collateral funds is less than the Minimum Collateral AmountL/C Exposure, the Borrower will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingAgent, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required additional funds to be deposited and held as cash collateral pursuant to this Section 2.31 following (i) in the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure 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 Issuing Lender that there exists excess cash collateral; provided thatdrawing of any Letter of Credit for which funds are on deposit as Cash Collateral, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral such funds shall be held to support future anticipated Fronting Exposure or other obligations and providedapplied, further, that to the extent that such cash collateral was provided by permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, such cash collateral the amount of any Cash Collateral (including any accrued interest thereon) shall remain subject be refunded to the security interest granted pursuant to the Loan DocumentsBorrower.

Cash Collateral. (ia) At any time that there shall exist a Defaulting LenderIf, within one Business Day following the written request as of the Administrative Agent or the Issuing Lender (with a copy to the Administrative Agent) Letter of Credit Maturity Date, there are any Letter of Credit Obligations, the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender promptly (determined after giving effect to Section 2.31(a)(iv) and in any cash collateral provided by such Defaulting Lender) in an amount event not less later than the Minimum following Business Day) Cash Collateralize the Letter of Credit Obligations that for any reason remain outstanding. Section 2.16 and Section 5.2 set forth certain additional circumstances under which Cash Collateral Amountmay be, or is required to be, delivered hereunder. (iib) The BorrowerIf any Event of Default shall occur and be continuing, the Required Revolving Credit Lenders may require that the Letter of Credit Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Required Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” or “Cash Collateralization” means to pledge and deposit with or deliver to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Collateral Agent, for the benefit of the Issuing Lenderapplicable Letter of Credit Issuer collateral for the Letter of Credit Obligations cash or deposit account balances (“Cash Collateral”) in an amount equal to 100% of the amount of the Letter of Credit Obligations required to be Cash Collateralized pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable Letter of Credit Issuer (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such terms have corresponding meanings. The Borrower hereby grants to the Collateral Agent, for the benefit of the applicable Letter of Credit Issuer and agrees to maintainthe Letter of Credit Participants, a first priority security interest in all such cash collateral as security for cash, deposit accounts and all balances therein and all proceeds of the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (b) belowforegoing. If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and Collateral Agent, the Issuing Lender as herein provided (applicable Letter of Credit Issuer or the Letter of Credit Participants, other than Permitted Liens)any Liens permitted under Section 10.2, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountamount required to be delivered as described above, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Collateral Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to deficiency. Cash Collateral shall be maintained in blocked, interest bearing deposit accounts with the Collateral Agent or any cash collateral provided unaffiliated financial institution designated by the Defaulting LenderCollateral Agent. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the any Issuing Lender Bank (with a copy to the Administrative Agent) the Borrower shall cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.24(a)(iv) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (iia) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Collateral Agent, for the benefit of the Issuing LenderBanks, and agrees to maintain, a first priority security interest in all such cash collateral Cash Collateral as security for the Defaulting Lenders’ Lender’s obligation to fund participations in respect of Letters of CreditL/C Exposure, to be applied pursuant to clause (b) below. If at any time the Administrative Collateral Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Collateral Agent and the Issuing Lender Banks as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Collateral Agent, pay or provide to the Administrative Collateral Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral Cash Collateral provided by the Defaulting Lender). (iiib) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 2.23 or Section 2.24 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit L/C Exposure (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (ivc) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the any Issuing LenderBank’s Fronting Exposure shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 2.23 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the each Issuing Lender Bank that there exists excess cash collateralCash Collateral; provided that, subject to this Section 2.31 2.24 the Person providing cash collateral Cash Collateral and the each Issuing Lender Bank may agree that cash collateral Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, provided further that to the extent that such cash collateral Cash Collateral was provided by the Borrower, such cash collateral Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Credit Documents.

Cash Collateral. (i) At any time that If (A) there shall exist a Defaulting LenderLender or (B) as of the Maturity Date, any L/C Obligation for any reason remains outstanding, the Company shall within one Business Day following the written any request of by the Administrative Agent or the Issuing Lender (with a copy to the Administrative Agent) the Borrower shall cash collateralize the any Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender , provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined after giving effect to Section 2.31(a)(iv2.18(a)(iv) and any cash collateral Cash Collateral provided by such the Defaulting Lender) ). Additionally, if the Administrative Agent notifies the Company at any time that the outstanding amount of all L/C Obligations at such time exceeds 105% of the L/C Commitment then in effect, then within two Business Days after receipt of such notice, the Company shall provide Cash Collateral for the outstanding amount of the L/C Obligations in an amount not less than the Minimum Collateral Amountamount by which the outstanding amount of all L/C Obligations exceeds the L/C Commitment. (ii) The BorrowerCompany, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the Issuing LenderLenders and the Lenders, and agrees to maintain, a first priority security interest in all such cash cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the Defaulting Lenders’ obligation obligations to fund participations in respect of Letters of Credit, to which such Cash Collateral may be applied pursuant to clause (biii) below. If below at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and or the Issuing Lender Lenders as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amount, the Borrower Company will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency deficiency. All Cash Collateral (after giving effect other than credit support not constituting funds subject to any cash collateral provided by deposit) shall be maintained in at Bank of America. The Company shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the Defaulting Lendermaintenance and disbursement of Cash Collateral. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under any of this Section 2.31 in respect of Letters of Credit 2.21(c) shall be held and applied to the satisfaction of the Defaulting Lender’s obligation specific L/C Obligations, obligations to fund participations in respect of Letters of Credit therein (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 released promptly following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Defaulting Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (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 or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, within one Business Day following immediately upon the written request of the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover (i) 103% of all Fronting Exposure of such Defaulting Lender after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by such Defaulting Lender. (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent or the Issuing Lender (with a copy to the Administrative Collateral Agent) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) . The BorrowerBorrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent and the Collateral Agent, for the benefit of the Issuing Administrative Agent, the applicable L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the Defaulting Lenders’ obligation obligations to fund participations in respect of Letters of Credit, to which such Cash Collateral may be applied pursuant to clause (b) belowSection 2.16(c). If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountapplicable Fronting Exposure and other obligations secured thereby, the Borrower willBorrowers and the relevant Defaulting Lender shall, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lenderdeficiency. (iiic) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under any of this Section 2.31 2.16 or Sections 2.03, 2.04, 2.05, 2.06, 2.17, 8.02 or 8.04 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the Defaulting Lender’s obligation specific L/C Obligations, Swing Line Loans, obligations to fund participations in respect of Letters of Credit therein (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the cash collateral Cash Collateral was so provided, provided prior to any other application of such property as may otherwise be provided for herein. (ivd) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure or other obligations shall no longer be required to be held as cash collateral pursuant to this Section 2.31 released promptly following (i) the elimination of the applicable Fronting Exposure (after giving effect to such release) or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable LenderLender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii), )) or (ii) the Administrative Agent’s good faith determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateralCash 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 under Sections 8.01(a), (f) or (g) or an Event of Default (and following application as provided that, subject to in this Section 2.31 2.16 may be otherwise applied in accordance with Section 8.04) and (y) the Person providing cash collateral Cash Collateral and the Issuing Lender applicable L/C Issuer or Swing Line Lender, as applicable, may agree that cash collateral Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsobligations.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following Upon the written request of the Administrative Agent 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 Issuing Lender Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Revolving Credit Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (with a copy to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than equal to 105% of such Outstanding Amount determined as of the Minimum Collateral Amount. (ii) The Borrowerdate of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). For purposes of this Section 2.03, Section 2.05 and Section 9.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Collateral Agent, for the benefit of the Issuing LenderL/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and agrees substance satisfactory to maintainthe Collateral Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Revolving Credit Borrowers hereby grant to the Collateral Agent, for the benefit of the L/C Issuer and the Dollar Revolving Lenders, a first priority security interest in all such cash collateral as security for cash, deposit accounts and all balances therein and all proceeds of the Defaulting Lenders’ obligation to fund participations foregoing. Cash Collateral shall be maintained in respect of Letters of Credit, to be applied pursuant to clause (b) belowblocked deposit accounts with the Collateral Agent. If at any time the Administrative Agent or the Collateral Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Collateral Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral funds is less than 105% of the Minimum Collateral Amountaggregate Outstanding Amount of all L/C Obligations, the Borrower Revolving Credit Borrowers will, promptly forthwith upon demand by the Administrative Collateral Agent, pay or provide to the Collateral Agent, as additional funds to be deposited and held in the deposit accounts with the Collateral Agent as aforesaid, an amount equal to the excess of (a) 105% of such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent additional cash collateral in an amount sufficient or the Collateral Agent determines to eliminate be free and clear of any such deficiency (after giving effect to right and claim. Upon the drawing of any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingapplied, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by permitted under applicable law, to reimburse the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan DocumentsL/C Issuer.

Cash Collateral. (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (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, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, within one Business Day following immediately upon the written request of the Administrative Agent or the Issuing Lender (with a copy applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.16(a)(iv) and any cash collateral Cash Collateral provided by such the Defaulting Lender) in an amount not less than the Minimum Collateral Amount). (iib) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent or a financial institution selected by the Administrative Agent. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Issuing LenderAdministrative Agent, each applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash Cash Collateral (including cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing) as security for the Defaulting Lenders’ obligation obligations to fund participations in respect of Letters of Credit, to which such Cash Collateral may be applied pursuant to clause (b) belowSection 2.15(c). If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountapplicable 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 Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lenderdeficiency. (iiic) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under any of this Section 2.31 2.15 or Sections 2.05, 2.06, 2.16 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the Defaulting Lender’s obligation specific L/C Obligations, obligations to fund participations in respect of Letters of Credit therein (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (ivd) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure or other obligations shall no longer be required to be held as cash collateral pursuant to this Section 2.31 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 LenderLender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii), )) or (ii) the Administrative Agent’s good faith determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateralCash Collateral; provided, however, that (x) Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided thatin this Section 2.15 may be otherwise applied in accordance with Section 8.04), and (y) subject to this Section 2.31 2.16, the Person providing cash collateral Cash Collateral and the Issuing Lender applicable L/C Issuer may agree that cash collateral Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsobligations.

Cash Collateral. If (ix) At any time that there Event of Default shall exist a Defaulting Lenderoccur and be continuing, within one on the Business Day following that the written request of Borrower receives notice from the Administrative Agent or the Issuing Lender Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, or (with a copy to y) the Administrative Agent) maturity of the Revolving Loans has been accelerated, the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) deposit in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Lenderapplicable Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and agrees unpaid interest thereon; provided that the obligation to maintain, a first priority security interest in all 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 paragraph (h) or (i) of Article 8. Such deposit shall be held by the Administrative Agent as security collateral for the Defaulting Lenders’ payment and performance of the obligations of the Borrower under this Section 2.9. The 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 Agent be under any obligation whatsoever to fund participations invest the same, provided, however, that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in respect direct short-term obligations of, or short-term obligations the principal of Letters and interest on which are unconditionally guaranteed by, the United States of CreditAmerica, in each case maturing no later than the expiry date of the Letter 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 as follows: first, to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed, second, if there be any excess, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, the Borrower 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 (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to held for the satisfaction of the Defaulting Lender’s obligation to fund participations in respect reimbursement obligations (contingent or otherwise) of Letters of Credit (includingthe Borrower for the LC Exposure at such time, as to cash collateral provided by a Defaulting Lenderthird, if there be any interest accrued on such obligation) for which the cash collateral was so providedexcess, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Revolving Credit Exposure shall no longer of all of the Lenders pro rata, and fourth, if there be any excess and if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to be held as provide an amount of cash collateral pursuant to this Section 2.31 following (i) the elimination hereunder as a result of the applicable Fronting Exposure occurrence of an Event of Default, such amount and any interest thereon (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral not applied as aforesaid) shall remain subject be returned to the security interest granted pursuant to the Loan DocumentsBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. In the event that (i) At an Event of Default shall occur and be continuing or (ii) any time that there shall exist a Defaulting Lender, within one Letters of Credit are outstanding on or after the tenth Business Day following prior to the written request of Maturity Date (or any LC Disbursements remain unreimbursed on or after such date), the Borrower shall deposit with the Administrative Agent in immediately available funds on the Business Day on which it receives notice from the Administrative Agent or Required Lenders demanding the Issuing Lender deposit of cash collateral in the case of clause (with a copy i), or on or before the tenth Business Day prior to the Administrative Agent) Maturity Date in the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender case of clause (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in ii), an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and equal to the extent provided Required Deposit Amount, which amount shall be held by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, Agent for the benefit of the Issuing Lender, and agrees to maintain, a first priority security interest in all such Lenders as cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that a cash collateral is subject agreement in form and substance satisfactory to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein Bank to secure the Borrower’s reimbursement obligations with respect to LC Disbursements; provided (other than Permitted Liens), or that the total amount of obligation to deposit such cash collateral is less than shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the Minimum Collateral Amount, the Borrower will, promptly upon demand occurrence of any Event of Default described in clause (i) or (j) of Article 8. Such deposit shall be held by the Administrative AgentAgent 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, pay or provide to including the exclusive right of withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative Agent additional be under any obligation whatsoever to invest the same, provided that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in 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 Letter 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 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 in hereunder as a result of the occurrence of an Event of Default, such amount sufficient (to eliminate such deficiency (the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after giving effect all Events of Default have been cured or waived. If the Borrower is required to any provide cash collateral provided by hereunder as a result of clause (ii) of the Defaulting Lender. first sentence of this subsection, the amount thereof (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of extent not applied as aforesaid) shall be returned to the Borrower when the LC Exposure is zero and all Letters of Credit shall be applied have been returned to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for hereinIssuing Bank and shall have been cancelled. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) At if the relevant L/C Issuer has honored any time that there shall exist full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Defaulting LenderRevolving Credit Lender to fulfill its obligations under clause (c)(ii) above, within one Business Day following (ii) if, as of the written request Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Issuing Lender Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize or Backstop the L/C Obligations pursuant to Section 8.02(c) or (with a copy to the Administrative Agentiv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall cash collateralize Cash Collateralize or Backstop the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender then Outstanding Amount of all L/C Obligations (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the Minimum date such Cash Collateral Amount. (ii) is provided). The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, L/C Issuers and agrees to maintainthe Revolving Credit Lenders under the Revolving Credit Facility, a first priority security interest in all such cash collateral as security cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the Defaulting Lenders’ obligation benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to fund participations the Administrative Agent, in respect the name of Letters the Administrative Agent and for the benefit of Credit, to the Revolving Credit Lenders under the Revolving Credit Facility and may be applied pursuant to clause (b) belowinvested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and (on behalf of the Issuing Lender as herein provided (other than Permitted Liens), Secured Parties) or that the total amount of such cash collateral funds is less than the Minimum Collateral AmountL/C Exposure, the Borrower will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingAgent, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required additional funds to be deposited and held as cash collateral pursuant to this Section 2.31 following (i) in the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure 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 Issuing Lender that there exists excess cash collateral; provided thatdrawing of any Letter of Credit for which funds are on deposit as Cash Collateral, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral such funds shall be held to support future anticipated Fronting Exposure or other obligations and providedapplied, further, that to the extent that such cash collateral was provided by permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, such cash collateral the amount of any Cash Collateral (including any accrued interest thereon) shall remain subject be refunded to the security interest granted pursuant to the Loan DocumentsBorrower.

Cash Collateral. (a) Upon the request of the Administrative Agent or the applicable L/C Issuer under any Revolving Tranche (i) if the applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit issued under such Tranche and such drawing has resulted in an L/C Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding under such Tranche, the Borrower shall, in each case, promptly deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover 103% of the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, within one Business Day following promptly upon the written request of the Administrative Agent or the Issuing Lender (with a copy applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Agent Cash Collateral in an amount sufficient to cover 103% of all Fronting Exposure with respect to of such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.17(a)(iv) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (iib) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent or the Collateral Agent (or other financial institution selected by any of them). The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent and the Collateral Agent, for the benefit of the Issuing LenderAdministrative Agent, the applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the Defaulting Lenders’ obligation obligations to fund participations in respect of Letters of Credit, to which such Cash Collateral may be applied pursuant to clause (b) belowSection 2.16(c). If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountapplicable Fronting Exposure and other obligations secured thereby, the Borrower willand the relevant Defaulting Lender shall, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lenderdeficiency. (iiic) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under any of this Section 2.31 2.16 or Sections 2.03, 2.05, 2.06, 2.17, 8.02 or 8.04 in respect of Letters of Credit shall be held and applied to the satisfaction of the Defaulting Lender’s obligation specific L/C Obligations, obligations to fund participations in respect of Letters of Credit therein (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the cash collateral Cash Collateral was so provided, provided prior to any other application of such property as may otherwise be provided for herein. (ivd) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure or other obligations shall no longer be required to be held as cash collateral pursuant to this Section 2.31 released promptly following (i) the elimination of the applicable Fronting Exposure (after giving effect to such release) or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable LenderLender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii), )) or (ii) the Administrative Agent’s good faith determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateralCash 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 under Sections 8.01(a), (f) or (g) or an Event of Default (and following application as provided that, subject to in this Section 2.31 2.16 may be otherwise applied in accordance with Section 8.04) and (y) the Person providing cash collateral Cash Collateral and the Issuing Lender applicable L/C Issuer may agree that cash collateral Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsobligations.

Cash Collateral. (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (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 or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, promptly deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover 103% of the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, within one Business Day following promptly upon the written request of the Administrative Agent or the Issuing Lender (with a copy applicable L/C Issuer, the Borrowers shall deliver to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Agent Cash Collateral in an amount sufficient to cover 103% of all Fronting Exposure with respect to of such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.17(a)(iv) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (iib) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent or the Collateral Agent (or other financial institution selected by any of them). The BorrowerBorrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent and the Collateral Agent, for the benefit of the Issuing LenderAdministrative Agent, the applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the Defaulting Lenders’ obligation obligations to fund participations in respect of Letters of Credit, to which such Cash Collateral may be applied pursuant to clause (b) belowSection 2.16(c). If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountapplicable Fronting Exposure and other obligations secured thereby, the Borrower willBorrowers and the relevant Defaulting Lender shall, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lenderdeficiency. (iiic) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under any of this Section 2.31 2.16 or Sections 2.03, 2.05, 2.06, 2.17, 8.02 or 8.04 in respect of Letters of Credit shall be held and applied to the satisfaction of the Defaulting Lender’s obligation specific L/C Obligations, obligations to fund participations in respect of Letters of Credit therein (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the cash collateral Cash Collateral was so provided, provided prior to any other application of such property as may otherwise be provided for herein. (ivd) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure or other obligations shall no longer be required to be held as cash collateral pursuant to this Section 2.31 released promptly following (i) the elimination of the applicable Fronting Exposure (after giving effect to such release) or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable LenderLender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii), )) or (ii) the Administrative Agent’s good faith determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateralCash 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 under Sections 8.01(a), (f) or (g) or an Event of Default (and following application as provided that, subject to in this Section 2.31 2.16 may be otherwise applied in accordance with Section 8.04) and (y) the Person providing cash collateral Cash Collateral and the Issuing Lender applicable L/C Issuer may agree that cash collateral Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsobligations.

Cash Collateral. (ia) At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the Issuing Lender Bank (with a copy to the Administrative Agent) the Borrower shall cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.12(a)(iv) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (iib) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing LenderBank, and agrees to maintain, a first priority security interest in all such cash collateral Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Creditsuch Defaulting Lender’s LC Exposure, to be applied pursuant to clause (bc) below. If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender Bank as herein provided (other than Liens described in paragraphs (a), (b) and (c) of the definition of Permitted LiensEncumbrances), or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral Cash Collateral provided by the Defaulting Lender). (iiic) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 2.13 or Section 2.12 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of reimbursement obligations with respect to Letters of Credit (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (ivd) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing LenderBank’s Fronting Exposure shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 2.13 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender Bank that there exists excess cash collateralCash Collateral; provided that, subject to this Section 2.31 2.12 the Person providing cash collateral Cash Collateral and the Issuing Lender Bank may agree that cash collateral Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, provided further that to the extent that such cash collateral Cash Collateral was provided by the Borrower, such cash collateral Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following Upon the written request of the Administrative Agent or the Issuing Lender LC Issuer, (with a copy to i) if the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to LC Issuer has honored any full or partial drawing request under any Letter of Credit and such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) drawing has resulted in an amount not less than the Minimum Collateral Amount. LC Borrowing, or (ii) The Borrowerif, and as of the thirtieth day prior to the extent provided by Letter of Credit Expiration Date, any Defaulting LenderLC Obligation for any reason remains outstanding, such Defaulting Lenderthe Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all LC Obligations. The Borrowers hereby grants grant to the Administrative Agent, for the benefit of the Issuing Lender, and agrees to maintain, Collateral Agent a first priority security interest in all such cash collateral as security for Cash Collateral and all proceeds thereof. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America except that, other than during the Defaulting Lenderscontinuance of an Event of Default, Permitted Investments of the type listed in Section 7.02(b) may be made at the request of the Lead Borrower at the option and in the sole discretion of the Collateral Agent (and at the Borrowers’ obligation to fund participations risk and expense) and interest or profits, if any, on such investments shall accumulate in respect of Letters of Credit, to be applied pursuant to clause (b) belowsuch account. If at any time the Administrative Collateral Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Collateral Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral funds is less than the Minimum Collateral Amountaggregate Outstanding Amount of all LC Obligations, the Borrower Borrowers will, promptly forthwith upon demand by the Administrative Collateral Agent, pay or provide to the Administrative Agent Collateral Agent, as additional cash collateral in funds to be deposited as Cash Collateral, an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything equal to the contrary contained in this Agreementexcess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, cash collateral provided under this Section 2.31 in respect if any, then held as Cash Collateral that the Collateral Agent determines to be free and clear of Letters 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 Laws, to reimburse the LC Issuer and, to the extent not so applied, shall thereafter be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any satisfy other application of such property as may otherwise be provided for hereinSecured Obligations. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At any time that there shall exist a Defaulting LenderIf, within one Business Day following the written request as of the Administrative Agent Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.04, 2.05(c) and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.04, Section 2.05(c) and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or the Issuing Lender (with a copy deliver to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing LenderCredit Parties, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to one hundred and agrees three (103%) of the Outstanding Amount of all L/C Obligations, pursuant to maintain, documentation in form and substance satisfactory to the Lender and the L/C Issuer. The Borrower hereby grants to the Lender a first priority security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing to secure all Obligations. Such cash collateral as security for shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America under the Defaulting Lenders’ obligation to fund participations in respect sole and exclusive dominion and control of Letters of Credit, to be applied pursuant to clause (b) belowthe Lender. If at any time the Administrative Agent Lender determines that any funds held as cash collateral is are subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral funds is less than the Minimum Collateral Amountaggregate Outstanding Amount of all L/C Obligations, the Borrower will, promptly forthwith upon demand by the Administrative AgentLender, pay or provide to the Administrative Agent Lender, as additional funds to be deposited as cash collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as cash collateral in an amount sufficient that the Lender determines to eliminate be free and clear of any such deficiency (after giving effect to right and claim. Upon the drawing of any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters Letter of Credit for which funds are on deposit as cash collateral, such funds shall be applied to reimburse the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingL/C Issuer and, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrowernot so applied, such cash collateral shall remain subject thereafter be applied to satisfy other Obligations, as and to the security interest granted pursuant to the Loan Documentsextent such other Obligations shall then be due and payable.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following Upon the written request of the Administrative Agent or the Issuing Lender any L/C Issuer (with a copy to the 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 Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall cash collateralize immediately Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) then Outstanding Amount of all L/C Obligations in an amount not less than equal to one hundred and two percent (102%) of such Outstanding Amount determined as of the Minimum date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be. Sections 2.06, 2.15(f), and 8.02(c) set forth certain additional requirements to deliver Cash Collateral Amount. hereunder. If a Defaulting Lender fails to provide Cash Collateral within two Business Days of receiving a written request of the Administrative Agent or any L/C Issuer or the Swing Line Lender, then the Borrower shall provide such Cash Collateral within one Business Day of receiving written notice from the Administrative Agent or such L/C Issuer or the Swing Line Lender of the Defaulting Lender’s failure to provide such Cash Collateral. For purposes of this Agreement, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuers (ii) which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, L/C Issuers and agrees to maintainthe Lenders, a first priority security interest in all such cash cash, deposit accounts and all balances therein and in all other property so provided as collateral pursuant to this Agreement, and in all proceeds of the foregoing, all as security for the Defaulting Lenders’ obligation obligations to fund participations which Cash Collateral may be applied. Cash collateral shall be maintained in respect blocked, non-interest bearing deposit accounts at Bank of Letters of Credit, to be applied pursuant to clause (b) belowAmerica. If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens)which has priority over the Administrative Agent’s claim, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountamount required by this Section, Section 2.06 or 2.15(f), as applicable, 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 Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) deficiency. Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 Agreement in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the Defaulting Lender’s obligation specific L/C Obligations, Swing Line Loans, obligations to fund participations in respect of Letters of Credit therein (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) . Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure or other obligations shall no longer be required to be held as cash collateral pursuant to this Section 2.31 released promptly following (i) the elimination of the applicable Fronting Exposure or payment in full of all other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable LenderLender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi), ); or (ii) the Administrative Agent’s determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateralCash Collateral; provided, however, that Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of an Event of Default (and following application as provided that, subject to in this Section 2.31 the Person providing cash collateral and the Issuing Lender 2.06, in Section 2.15(f) or Section 2.17, as applicable, may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsotherwise applied in accordance with Section 8.03).

Cash Collateral. (i) If the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in this subsection. (ii) At any time that there shall exist a Defaulting Lender, within one 1 Business Day following the written request of the Administrative Agent or the Issuing Lender Bank (with a copy to the Administrative Agent) ), the Borrower shall cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(ivthe immediately preceding subsection (d) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amountaggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time. (iiiii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the Issuing LenderBank, and agrees agree to maintain, a first priority security interest in all such cash collateral Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters Letter of CreditCredit Liabilities, to be applied pursuant to the immediately following clause (b) belowiv). If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender Bank as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountaggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral Cash Collateral provided by the Defaulting Lender). (iiiiv) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters Letter of Credit Liabilities (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (ivv) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing LenderBank’s Fronting Exposure shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 subsection following (ix) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (iiy) the determination by the Administrative Agent and the Issuing Lender Bank that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan DocumentsCash Collateral.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following Upon the written request of the Administrative Agent Agent, if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Lead Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(iii) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(iii), “Cash Collateralize” means to pledge and deposit with or the Issuing Lender (with a copy to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants deliver to the Administrative Agent, for the benefit of the Issuing Lenderapplicable L/C Issuer and the Revolving Credit Lenders with L/C Participations, as collateral for the applicable L/C Obligations, cash or deposit account balances pursuant to documentation in form and agrees substance reasonably satisfactory to maintainthe Administrative Agent and such L/C Issuer (which documents are hereby consented to by the Revolving Credit Lenders with L/C Participations). Derivatives of such term have corresponding meanings. The Borrowers hereby grant to the Administrative Agent, for the benefit of each L/C Issuer and the Revolving Credit Lenders, a first priority security interest in all such cash collateral as security for cash, deposit accounts and all balances therein and all proceeds of the Defaulting Lenders’ obligation to fund participations foregoing. Cash Collateral shall be maintained in respect of Letters of Creditblocked, to be applied pursuant to clause (b) belownon-interest bearing deposit accounts at Citibank. If at any time the Administrative Agent reasonably determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral funds is less than the Minimum Collateral Amountaggregate Outstanding Amount of all such L/C Obligations, the Lead Borrower will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent Agent, as additional cash collateral in funds to be deposited as Cash Collateral, an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything equal to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect excess of Letters of Credit shall be applied to (x) such aggregate Outstanding Amount over (y) the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application total amount of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be funds, if any, then held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the Issuing Lender that there exists excess cash collateral; provided thatdrawing of any Letter of Credit for which funds are on deposit as Cash Collateral, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral such funds shall be held to support future anticipated Fronting Exposure or other obligations and providedapplied, further, that to the extent that such cash collateral was provided by permitted under applicable Laws, to reimburse the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsapplicable L/C Issuer.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following Upon the written request of the 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 Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Applicable Borrower shall immediately Cash Collateralize the then Outstanding Amount of all 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 Expiration Date, as the case may be). The Administrative Agent or the Issuing Lender (L/C Issuer may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with a copy or deliver to the Administrative Agent) , for the Borrower shall benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) or deposit account balances in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and currencies acceptable to the extent provided Administrative Agent pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by any Defaulting Lender, the Lenders). Derivatives of such Defaulting Lender, term have corresponding meanings. The Applicable Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, L/C Issuer and agrees to maintainthe Lenders, a first priority security interest in all such cash collateral as security for cash, deposit accounts and all balances therein and all proceeds of the Defaulting Lenders’ obligation to fund participations foregoing. Cash Collateral shall be maintained in respect of Letters of Creditblocked, to be applied pursuant to clause (b) belownon-interest bearing deposit accounts at JPMCB. If at any time the Administrative Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral funds is less than the Minimum Collateral Amountaggregate Outstanding Amount of L/C Obligations, the Applicable Borrower willwill forthwith, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent Agent, as additional cash collateral funds to be deposited and held in deposit accounts at JPMCB as aforesaid, an amount sufficient equal to eliminate the excess of (i) such deficiency aggregate Outstanding Amount over (after giving effect ii) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any cash collateral provided by such right and claim. Upon the Defaulting Lender. (iii) 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 L/C Issuer. Notwithstanding the foregoing or anything to the contrary contained in this Agreementset forth herein, cash collateral provided under this Section 2.31 in respect of Letters a Letter of Credit shall be applied may extend beyond the Maturity Date if Cash Collateralized on terms and conditions acceptable to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral L/C Issuer and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that amount of such cash collateral was provided by equals at least 105% of the Borrower, such cash collateral shall remain subject to face amount of the security interest granted pursuant to the Loan Documentsapplicable Letter of Credit.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender that is a Revolving Lender, within one Business Day following the written request of the Administrative Agent or the Issuing Lender LC Issuer (with a copy to the Administrative Agent) the Borrower shall cash collateralize Cash Collateralize the Issuing LenderLC Issuer’s Fronting Exposure LC Outstandings with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.18(b)(iv) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than 103% of the Minimum Collateral AmountLC Issuer’s LC Outstandings with respect to such Defaulting Lender. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing LenderLC Issuer, and agrees to maintain, a first priority security interest in all such cash collateral Cash Collateral as security for the obligations of Defaulting Lenders’ obligation Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit, to be applied pursuant to clause (biii) below. If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender LC Issuer as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountminimum amount required pursuant to clause (i) above, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 2.18(a) or 2.18(b) in respect of Letters of Credit shall be applied to the satisfaction of the obligations of Defaulting Lender’s obligation Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit or LC Disbursements (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lenderany LC Issuer’s Fronting Exposure LC Outstandings shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 2.18(a) following (iA) the elimination of the applicable Fronting Exposure LC Outstandings (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (iiB) the determination by the Administrative Agent and the Issuing Lender LC Issuer that there exists excess cash collateralCash Collateral; provided that, subject to this Section 2.31 Sections 2.18(b) through 2.18(d) the Person providing cash collateral Cash Collateral and the Issuing Lender each LC Issuer may agree that cash collateral Cash Collateral shall be held to support future anticipated Fronting Exposure LC Outstandings or other obligations and provided, further, provided further that to the extent that such cash collateral Cash Collateral was provided by the Borrower, such cash collateral Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At If any time that there Event of Default shall exist a Defaulting Lenderoccur and be continuing, within one on the Business Day following that the written request of Borrower receives notice from the Administrative Agent or the Issuing Lender Required Lenders (or, if the maturity of the Revolving Loans has been accelerated, Revolving Lenders with a copy LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to the Administrative Agent) this paragraph, the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) deposit in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing LenderRevolving Lenders, an amount in cash equal to 105% of the LC Exposure as of such date plus any accrued and agrees unpaid interest thereon; provided that the obligation to maintain, a first priority security interest in all deposit such cash collateral as security for shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the Defaulting Lenders’ obligation to fund participations occurrence of any Event of Default described in respect of Letters of Credit, to Section 8.1(h) or Section 8.1(i). Such deposit shall be applied pursuant to clause (b) below. If at any time held by the Administrative Agent determines that cash as collateral is subject to any for the payment and performance of the obligations of the Borrower under this Credit Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right or claim of any Person other than withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative Agent and be under any obligation whatsoever to invest the Issuing Lender as herein same, provided (other than Permitted Liens)that, or that at the total amount request of the Borrower, such cash collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand deposit shall be invested by the Administrative AgentAgent in direct short term obligations of, pay or provide 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 Letter 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 additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by reimburse the Defaulting Lender. (iii) Notwithstanding anything Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the contrary contained in this Agreementextent not so applied, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to held for the satisfaction of the Defaulting Lender’s obligation reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Revolving Loans has been accelerated (but subject to fund participations in respect the consent of Letters Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Credit (including, as Agreement. If the Borrower is required to provide an amount of cash collateral provided by hereunder as a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination result of the applicable Fronting Exposure occurrence of an Event of Default, such amount (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral not applied as aforesaid) shall remain subject be returned to the security interest granted pursuant to the Loan DocumentsBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following Upon the written request of the Administrative Agent Agent, (i) 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 that has not been repaid or reimbursed in accordance with Section 2.03(c), or (ii) if, as of the Issuing Lender (Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the applicable Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all applicable L/C Obligations. Sections 2.04 and 8.02(iii) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Agreement and the other Loan Documents, “Cash Collateralize” means to pledge and deposit with a copy or deliver to the Administrative Agent) , for the Borrower shall benefit of the applicable L/C Issuers and the Appropriate Lenders, as collateral for the L/C Obligations, cash collateralize the Issuing Lender’s Fronting Exposure with respect or deposit account balances pursuant to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) documentation in form and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and substance reasonably satisfactory to the extent provided Administrative Agent and the applicable L/C Issuers (which documents are hereby consented to by any Defaulting Lender, the Revolving Credit Lenders). Derivatives of such Defaulting Lender, term have corresponding meanings. Each applicable Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, L/C Issuers and agrees to maintainthe Revolving Credit Lenders, a first priority security interest in all such cash collateral as security for cash, deposit accounts and all balances therein and all proceeds of the Defaulting Lenders’ obligation foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Xxxxx Fargo Bank, the Canadian Reference Bank or such other commercial bank to fund participations which the Administrative Agent may consent in respect of Letters of Credit, to be applied pursuant to clause (b) belowits sole discretion. If at any time the Administrative Agent reasonably determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and (or such other commercial bank to which the Issuing Lender Administrative Agent has consented as herein provided (other than Permitted Liens), described in the preceding sentence) or that the total amount of such cash collateral funds is less than the Minimum Collateral Amountaggregate Outstanding Amount of all applicable L/C Obligations, the Borrower Borrowers will, promptly upon within one Business Day of demand by the Administrative Agent, pay or provide to the Administrative Agent Agent, as additional cash collateral in funds to be deposited as Cash Collateral, an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything equal to the contrary contained in this Agreementexcess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingif any, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be then held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the Issuing Lender that there exists excess cash collateral; provided thatdrawing of any Letter of Credit for which funds are on deposit as Cash Collateral, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral such funds shall be held to support future anticipated Fronting Exposure or other obligations and providedapplied, further, that to the extent that such cash collateral was provided by permitted under applicable Laws, to reimburse the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsapplicable L/C Issuer.

Cash Collateral. (i) Upon the request of the Administrative Agent, (i) 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, (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (iii) if Availability is less than zero after giving effect to the prepayment of outstanding Loans pursuant to Section 2.04(b), or (iv) if any demand for Cash Collateralization has been made under Section 8.02(c), the Borrowers shall immediately Cash Collateralize the then Outstanding Amount of all 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 Expiration Date, as the case may be). Sections 2.04 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. At any time that there shall exist a Defaulting Lender, within one Business Day following immediately upon the written request of the Administrative Agent or any L/C Issuer, the Issuing Lender (with a copy Borrowers shall deliver to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.14(a)(iv) and any cash collateral Cash Collateral provided by such the Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) ). The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, Borrowers hereby grants grant to the Administrative Agent, for the benefit of each of the Issuing Lender, L/C Issuers and agrees to maintainthe other Secured Parties, a first priority security interest in all such cash collateral as security for cash, deposit accounts and all balances therein and all proceeds of the Defaulting Lenders’ obligation to fund participations foregoing. Cash Collateral shall be maintained in respect blocked deposit accounts at Bank of Letters of Credit, to be applied pursuant to clause (b) belowMontreal. If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountapplicable Fronting Exposure and other obligations secured thereby, the Borrower Borrowers or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lenderdeficiency. (iiiii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under any of this Section 2.31 2.03 or 8.02(c) in respect of Letters of Credit shall be held and applied to the satisfaction of the Defaulting Lender’s obligation specific L/C Obligations, and obligations to fund participations in respect of Letters of Credit therein for which the Cash Collateral was provided (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided), prior it being agreed that Cash Collateral provided in respect of obligations of Defaulting Lenders to any other application of such property L/C Issuers shall be applied on a pro rata basis as may otherwise be provided for hereinset forth in Section 2.14(a)(ii). (iviii) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure or other obligations and not otherwise applied in accordance with Section 2.03(g)(ii) shall no longer be required to be held as cash collateral pursuant to this Section 2.31 released promptly following (iA) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or other obligations giving rise thereto or (iiB) the Administrative Agent’s reasonable good faith determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateralCash Collateral; provided, however, that Cash Collateral furnished by or on behalf of the Borrowers shall not be released during the continuance of an Event of Default (and following application as provided that, subject to in this Section 2.31 the Person providing cash collateral and the Issuing Lender 2.03 may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsotherwise applied in accordance with Section 8.03).

Cash Collateral. (i) At If any time that there shall exist a Defaulting Lender, within one Business Day following the written request Event of Default occurs and is continuing and the Administrative Agent Agents or the Issuing Lender Required Revolving Credit Lenders or Required Lenders, as applicable, require the Company to Cash Collateralize the L/C Obligations pursuant to Section 8.02(a)(iii) or (with a copy to the Administrative Agentii) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure an Event of Default set forth under Section 8.01(f) (with respect to such Defaulting Lender the Company) or (determined after giving effect to Section 2.31(a)(ivg) occurs and any cash collateral provided by such Defaulting Lender) is continuing, then the Company shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount not less than equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the Minimum date such Cash Collateral Amount. (ii) The Borroweris provided). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Revolving Facility Administrative Agent, for the benefit of the Issuing Lenderrelevant L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances in the relevant currencies in an amount equal to the L/C Exposure (determined as of the date of such Event of Default) (“Cash Collateral”) pursuant to documentation in form and agrees substance reasonably satisfactory to maintainthe Revolving Facility Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Company hereby grants to the Revolving Facility Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders, a first priority security interest in all such cash collateral as security cash, deposit accounts and all balances therein and all proceeds of the foregoing. The Revolving Facility Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account. Cash Collateral shall be maintained in accounts satisfactory to the Revolving Facility Administrative Agent, in the name of the Revolving Facility Administrative Agent and for the Defaulting Lenders’ obligation to fund participations benefit of the Revolving Credit Lenders and may be invested in respect of Letters of Credit, to be applied pursuant to clause (b) belowreadily available Cash Equivalents at its sole discretion. If at any time the Revolving Facility Administrative Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Revolving Facility Administrative Agent and (on behalf of the Issuing Lender as herein provided (other than Permitted Liens), Secured Parties) or that the total amount of such cash collateral funds is less than the Minimum Collateral AmountL/C Exposure, the Borrower Company will, promptly forthwith upon demand by the Revolving Facility Administrative Agent, pay or provide to the Revolving Facility Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Revolving Facility Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Revolving Facility Administrative Agent additional cash collateral in an amount sufficient reasonably determines to eliminate be free and clear of any such deficiency (after giving effect to right and claim. Upon the drawing of any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingapplied, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by permitted under applicable Law, to reimburse the Borrowerrelevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, such cash collateral the excess shall remain subject be refunded to the security Company. 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 (including any accrued interest granted pursuant thereon) shall be refunded to the Loan DocumentsCompany.

Cash Collateral. (i) If the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize any Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in this subsection. (ii) At any time that there shall exist a Defaulting Lender that is a Revolving Lender, within one 2 Business Day Days (or such longer period, not in excess of 10 Business Days, as may be acceptable to the applicable Issuing Bank in its sole and absolute discretion) following the written request of the Administrative Agent or the applicable Issuing Lender Bank (with a copy to the Administrative Agent) ), the Borrower shall cash collateralize the Cash Collateralize such Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(ivthe immediately preceding subsection (d) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amountaggregate Fronting Exposure of such Issuing Bank with respect to Letters of Credit issued and outstanding at such time. (iiiii) The Borrower, and to the extent provided by any Defaulting Lender that is a Revolving Lender, such Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the each Issuing LenderBank, and agrees agree to maintain, a first priority security interest in all such cash collateral Cash Collateral as security for the obligation of the Defaulting Lenders’ obligation Lenders that are Revolving Lenders to fund participations in respect of Letters Letter of CreditCredit Xxxxxxxxxxx, to be applied pursuant to the immediately following clause (b) belowiv). If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender Banks as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountaggregate Fronting Exposure of the Issuing Banks with respect to Letters of Credit issued and outstanding at such time, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral Cash Collateral provided by the Defaulting Lender that is a Revolving Lender). (iiiiv) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters Letter of Credit Liabilities (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (ivv) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the an Issuing LenderBank’s Fronting Exposure shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 subsection following (ix) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (iiy) the determination by the Administrative Agent and the applicable Issuing Lender Bank that there exists excess cash collateralCash Collateral; provided that, subject to this Section 2.31 the immediately preceding subsection (b), the Person providing cash collateral Cash Collateral and the applicable Issuing Lender Bank may (but shall not be obligated to) agree that cash collateral Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, provided further that to the extent that such cash collateral Cash Collateral was provided by the Borrower, such cash collateral Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the Issuing Lender LC Issuer (with a copy to the Administrative Agent) the Borrower Borrowers shall cash collateralize the Issuing LenderCash Collateralize LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in an amount sufficient to cover the applicable Fronting Exposure (determined after giving effect to Section 2.31(a)(iv1.9(a)(iv) and any cash collateral Cash Collateral provided by such the Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) The Borrower). Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing LenderLC Issuer, and agrees to maintain, a perfected first priority security interest in all such cash collateral Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of CreditLC Obligations, to be applied pursuant to clause (b) in the manner set forth below. If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender LC Issuer as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountapplicable Fronting Exposure, the Borrower Borrowers will, promptly upon written demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to Section 1.9(a) and any cash collateral Cash Collateral provided by the Defaulting Lender. (iii) ). Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 1.13 or Section 1.9 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit LC Obligations (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) . Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lenderany LC Issuer’s Fronting Exposure shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 1.13 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender LC Issuer that there exists excess cash collateralCash Collateral; provided, however, (A) that Cash Collateral furnished by or on behalf of a Credit Party shall not be released during the continuance of a Default or Event of Default (and following application as provided that, subject to in this Section 2.31 1.13 may be otherwise applied in accordance with Section 1.17) but shall be released upon the waiver of such Default or Event of Default in accordance with the terms of this Agreement, and (B) the Person providing cash collateral Cash Collateral and the Issuing Lender LC Issuer or Swingline Lender, as applicable, may agree that cash collateral Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan DocumentsObligations.

Cash Collateral. (ia) At any time that there shall exist a Defaulting LenderIf, within one Business Day following the written request as of the Administrative Agent Letter of Credit Maturity Date, there are any Letter of Credit Obligations, the Borrower shall promptly Cash Collateralize the Letter of Credit Obligations that for any reason remain outstanding. Section 2.16 and Section 5.2 set forth certain additional requirements to deliver Cash Collateral hereunder. (b) If any Event of Default shall occur and be continuing, the Required Revolving Class Lenders may require that the Letter of Credit Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5, the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Issuing Lender Required Revolving Class Lenders shall be required. (c) For purposes of this Agreement, “Cash Collateralize” means to pledge and deposit with a copy or deliver to the Administrative Agent) , for the Borrower shall benefit of the Letter of Credit Issuers as collateral for the Letter of Credit Obligations, cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender or deposit account balances (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender“Cash Collateral”) in an amount not less than equal to 100% of the Minimum Collateral Amount. (ii) The Borrower, amount of the Letter of Credit Obligations required to be Cash Collateralized pursuant to documentation in form and substance reasonably satisfactory to the extent provided Administrative Agent and the applicable Letter of Credit Issuer (which documents are hereby consented to by any Defaulting Lender, the Revolving Credit Lenders). Derivatives of such Defaulting Lender, terms have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, Letter of Credit Issuers and agrees to maintain, the Letter of Credit Participants a first priority security interest in all such cash collateral as security for cash, deposit accounts and all balances therein and all proceeds of the Defaulting Lenders’ obligation to fund participations foregoing. Cash Collateral shall be maintained in respect of Letters of Creditblocked, to be applied pursuant to clause (b) belowinterest bearing deposit accounts with the Administrative Agent. If at any time the Administrative Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral funds is less than the Minimum Collateral AmountLetter of Credit Obligations, the Borrower will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent Agent, as additional cash collateral in funds to be deposited as Cash Collateral, an amount sufficient equal to eliminate (x) such deficiency aggregate outstanding amount minus (after giving effect to any cash collateral provided by y) the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreementtotal amount of funds, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingif any, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be then held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the Issuing Lender that there exists excess cash collateral; provided thatdrawing of any Letter of Credit for which funds are on deposit as Cash Collateral, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral such funds shall be held to support future anticipated Fronting Exposure or other obligations and providedapplied, further, that to the extent that such cash collateral was provided by permitted under Applicable Laws, to reimburse the applicable Letter of Credit Issuer. To the extent the amount of any Cash Collateral exceeds the aggregate outstanding amount of all Letter of Credit Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. If the Borrower is required pursuant to the terms of this Agreement or any other Loan Document to Cash Collateralize any LC Obligations, the Borrower shall deposit in an account with the Administrative Agent an amount in cash equal to 100% of the amount of such LC Obligations. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the LC Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Administrative Agent will, at the request of the Borrower, invest amounts deposited in such account in Cash Equivalents; provided that (i) At the Administrative Agent shall not be required to make any time that there investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall exist be subjected to a Defaulting Lender, within one Business Day following the written request first priority perfected security interest in favor of the Administrative Agent or and (iii) if an Event of Default shall have occurred and be continuing, the Issuing Lender (with a copy to selection of such Cash Equivalents shall be in the sole discretion of the Administrative Agent) the . The Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, and agrees to maintain, a first priority security interest in all such cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (b) below. If at any time indemnify the Administrative Agent determines that cash collateral is subject for any losses relating to such investments in Cash Equivalents. Other than any right interest or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens)profits earned on such investments, such deposits shall not bear interest. Interest or that the total amount of profits, if any, on such cash collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral investments shall accumulate in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained account. Moneys in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit such account shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and to reimburse the Issuing Lender that there exists excess cash collateral; provided thatimmediately for drawings under Letters of Credit and, subject if the maturity of the Loans has been accelerated, to this Section 2.31 satisfy the Person providing LC Obligations. If the Borrower is required to provide an amount of cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and providedhereunder as a result of an Event of Default, further, that such amount (to the extent that not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. Any moneys remaining in such account after the Obligations have been indefeasibly paid in full in cash collateral was provided by shall be returned to the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At any time that there shall exist a Defaulting LenderIf, within one Business Day following the written request as of the Administrative Agent or Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Issuing Lender (with a copy to Borrowers shall, in each case, immediately Cash Collateralize the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) then Outstanding Amount of all L/C Obligations in an amount not less than equal to 105% of the Minimum Collateral Amount. (ii) The BorrowerOutstanding Amount of all L/C Obligations, pursuant to documentation in form and substance reasonably satisfactory to the extent provided Agent and the L/C Issuer (which documents are hereby consented to by any Defaulting Lender, such Defaulting Lender, the Lenders). The Borrowers hereby grants grant to the Administrative Agent, for the benefit of the Issuing Lender, and agrees to maintain, Agent a first priority security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing to secure all Obligations. Such cash collateral as security for the Defaulting Lenders’ obligation to fund participations shall be maintained in respect blocked, non-interest bearing deposit accounts at Bank of Letters of Credit, to be applied pursuant to clause (b) belowAmerica. If at any time the Administrative Agent reasonably determines that any funds held as cash collateral is are subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral funds is less than the Minimum Collateral Amountaggregate Outstanding Amount of all L/C Obligations, the Borrower Borrowers will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent Agent, as additional funds to be deposited as cash collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount of all L/C Obligations over (y) the total amount of funds, if any, then held as cash collateral in an amount sufficient that the Agent determines to eliminate be free and clear of any such deficiency (after giving effect 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 any cash collateral provided by reimburse the Defaulting Lender. (iii) Notwithstanding anything L/C Issuer and, to the contrary contained in this Agreementextent not so applied, cash collateral provided under this shall thereafter be applied to satisfy other Loan Agreement Obligations and other Obligations to the extent applied pursuant to Section 2.31 in respect of 8.03 hereof. After all such Letters of Credit shall be applied to the satisfaction have expired or been fully drawn upon, all reimbursement obligations shall have been satisfied and all other obligations of the Defaulting Lender’s obligation to fund participations Borrowers hereunder and under the other Loan Documents shall have been paid in respect of Letters of Credit (includingfull, as to cash collateral provided by a Defaulting Lenderthe balance, any interest accrued on such obligation) for which the cash collateral was so providedif any, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that in such cash collateral was provided by the Borrower, such cash collateral account shall remain subject be returned to the security interest granted pursuant to the Loan DocumentsBorrowers (or such other Person as may be lawfully entitled thereto).

Cash Collateral. (i) If the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in this subsection. (ii) At any time that there shall exist a Defaulting Lender, within one 1 Business Day following the written request of the Administrative Agent or the Issuing Lender Bank (with a copy to the Administrative Agent) ), the Borrower shall cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(ivthe immediately preceding subsection (d) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amountaggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time. (iiiii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the Issuing LenderBank, and agrees agree to maintain, a first priority security interest in all such cash collateral Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters Letter of CreditCredit Liabilities, to be applied pursuant to the immediately following clause (b) belowiv). If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender Bank as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountaggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral Cash Collateral provided by the Defaulting Lender). (iiiiv) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters Letter of Credit Liabilities (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (ivv) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing LenderBank’s Fronting Exposure shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 subsection following (ix) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (iiy) the determination by the Administrative Agent and the Issuing Lender Bank that there exists excess cash collateralCash Collateral; provided that, subject to this Section 2.31 the immediately preceding subsection (b), the Person providing cash collateral Cash Collateral and the Issuing Lender Bank may (but shall not be obligated to) agree that cash collateral Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, provided further that to the extent that such cash collateral Cash Collateral was provided by the Borrower, such cash collateral Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (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, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, within one Business Day following immediately upon the written request of the Administrative Agent Agent, the applicable L/C Issuer or the Issuing Lender (with a copy Swing Line Lender, the Borrower shall deliver to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Agent Cash Collateral in an amount sufficient to cover 103% of all Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.18(a)(iv) and any cash collateral Cash Collateral provided by such the Defaulting Lender) in an amount not less than the Minimum Collateral Amount). (iib) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Issuing Administrative Agent, the applicable L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant to this Section 2.17, and in all proceeds of the foregoing, all as security for the Defaulting Lenders’ obligation obligations to fund participations in respect of Letters of Credit, to which such Cash Collateral may be applied pursuant to clause (b) belowSection 2.17(c). If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum applicable Fronting Exposure and other obligations secured thereby (after giving 98 Syniverse Credit Agreement effect to Section 2.18(a)(iv) and any Cash Collateral Amountprovided by the Defaulting Lender), 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 Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lenderdeficiency. (iiic) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under any of this Section 2.31 2.17 or Sections 2.04, 2.05, 2.06, 2.18 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the Defaulting Lender’s obligation specific L/C Obligations, Swing Line Loans, obligations to fund participations in respect of Letters of Credit therein (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (ivd) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure or other obligations shall no longer be required to be held as cash collateral pursuant to this Section 2.31 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 LenderLender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii), )) or (ii) the Administrative Agent’s good faith determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateralCash 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 under Sections 8.01(a), (f) or (g) or an Event of Default (and following application as provided that, subject to in this Section 2.31 2.17 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing cash collateral Cash Collateral and the Issuing Lender applicable L/C Issuer or Swing Line Lender, as applicable, may agree that cash collateral Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsobligations.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following Upon the written request of the Administrative Agent or the Issuing Lender Required Revolving 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 Cash Collateralization Date, any Letter of Credit may 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 then Outstanding Amount of all L/C Obligations. In the event that the Borrower is deemed to have requested a Borrowing of Base Rate Loans on the L/C Cash Collateralization Date, the Borrower hereby authorizes the L/C Issuer and the Administrative Agent to deposit the proceeds of such borrowing directly into a deposit account with a copy the Administrative Agent in order the Cash Collateralize the L/C Obligations. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent) , for the Borrower shall benefit of the L/C Issuer and the Revolving Lenders, as collateral for the L/C Obligations, cash collateralize the Issuing Lender’s Fronting Exposure with respect or deposit account balances pursuant to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) documentation in form and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and substance satisfactory to the extent provided Administrative Agent and the L/C Issuer (which documents are hereby consented to by any Defaulting Lender, the Revolving Lenders). Derivatives of such Defaulting Lender, term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, L/C Issuer and agrees to maintainthe Revolving Lenders, a first priority security interest in all such cash collateral as security for cash, deposit accounts and all balances therein and all proceeds of the Defaulting Lenders’ obligation to fund participations foregoing. Cash Collateral shall be maintained in respect of Letters of Creditblocked, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by non-interest-bearing deposit accounts with the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) At if the relevant L/C Issuer has honored any time that there shall exist full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Defaulting LenderRevolving Credit Lender to fulfill its obligations under clause (c)(ii) above, within one Business Day following (ii) if, as of the written request Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Issuing Lender (with a copy Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrowers to Cash Collateralize the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect L/C Obligations pursuant to Section 2.31(a)(iv8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and any cash collateral provided by such Defaulting Lender) is continuing, then the Borrowers shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount not less than equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the Minimum date such Cash Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, is provided). Each Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, L/C Issuers and agrees to maintainthe Revolving Credit Lenders under the Revolving Credit Facility, a first priority security interest in all such cash collateral as security cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the Defaulting Lenders’ obligation benefit of each Borrower. Cash Collateral shall be maintained in accounts satisfactory to fund participations the Administrative Agent, in respect the name of Letters the Administrative Agent and for the benefit of Credit, to the Revolving Credit Lenders under the Revolving Credit Facility and may be applied pursuant to clause (b) belowinvested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and (on behalf of the Issuing Lender as herein provided (other than Permitted Liens), Secured Parties) or that the total amount of such cash collateral funds is less than the Minimum Collateral AmountL/C Exposure, the Borrower Borrowers will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent Agent, as additional cash collateral funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount sufficient equal to eliminate the excess of (a) such deficiency L/C Exposure over (after giving effect 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 cash collateral provided by such right and claim. Upon the Defaulting Lender. 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 L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrowers. 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 (iiiincluding any accrued interest thereon) shall be refunded to the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under any of this Section 2.31 2.03, 2.05, 2.16 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the Defaulting Lender’s obligation specific L/C Obligations, Swing Line Loans, obligations to fund participations in respect of Letters of Credit therein (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) . Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure or to secure other obligations shall no longer be required to be held as cash collateral pursuant to this Section 2.31 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 LenderLender (or, as appropriate, its assignee following compliance with Section 10.07), ) or (ii) the determination by the Administrative Agent and the Issuing Lender L/C Issuer that there exists excess cash collateralCash Collateral; provided thatprovided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to this Section 2.31 to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing cash collateral Cash Collateral and the Issuing Lender L/C Issuer may agree that cash collateral Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsobligations.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender, within one Business Day following immediately upon the written request of the Administrative Agent or any Fronting Bank, the Issuing Lender (with a copy Borrower shall deliver to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.21(a)(iv) and any cash collateral Cash Collateral provided by such the Defaulting Lender). All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in an amount not less than blocked, non-interest bearing deposit accounts at the Minimum Collateral Amount. (ii) Administrative Agent. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Issuing LenderAdministrative Agent, the Fronting Banks and the Lenders, and agrees to maintain, a first priority security interest in all such cash cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the Defaulting Lenders’ obligation obligations to fund participations in respect of Letters of Credit, to which such Cash Collateral may be applied pursuant to clause this subsection (b) belowc). If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountapplicable 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 Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) deficiency. Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this subsection (c), Section 2.31 2.21(a)(ii) or Article VII in respect of Letters of Credit shall be held and applied to the satisfaction of the Defaulting Lender’s obligation specific LC Exposure, obligations to fund participations in respect of Letters of Credit therein (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) . Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure or other obligations shall no longer be required to be held as cash collateral pursuant to this Section 2.31 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 LenderLender (or, as appropriate, its assignee following compliance with Section 9.04(b)(iv), ) or (ii) the Administrative Agent’s good faith determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; Cash Collateral, provided thatthat (x) any Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default (and following application as provided in this subsection (c) may, subject to this Section 2.31 during the continuance of an Event of Default, be otherwise applied in accordance with Article VII), and (y) the Person providing cash collateral Cash Collateral and the Issuing Lender Fronting Banks may agree that cash collateral Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsobligations.

Cash Collateral. (i) At If any time that there shall exist a Defaulting Lender, within one Business Day following the written request Event of Default occurs and is continuing and the Administrative Agent or the Issuing Lender Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (ii) an Event of Default set forth under Section 8.01(f) (with a copy respect to the Borrower) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent) , for the Borrower shall benefit of the relevant L/C Issuer and the Revolving Credit Lenders under the Revolving Credit Facility, as collateral for the L/C Obligations, cash collateralize or deposit account balances in the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) relevant currencies in an amount not less than equal to 105% of the Minimum Collateral Amount. L/C Exposure (iidetermined as of the date of such Event of Default) The Borrower, (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the extent provided Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by any Defaulting Lender, the Lenders). Derivatives of such Defaulting Lender, term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, L/C Issuers and agrees to maintainthe Revolving Credit Lenders under the Revolving Credit Facility, a first priority security interest in all such cash collateral as security cash, deposit accounts and all balances therein and all proceeds of the foregoing. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the Defaulting Lenders’ obligation to fund participations benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in respect of Letters of Credit, to be applied pursuant to clause (b) belowreadily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and (on behalf of the Issuing Lender as herein provided (other than Permitted Liens), Secured Parties) or that the total amount of such cash collateral funds is less than the Minimum Collateral AmountL/C Exposure, the Borrower will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingAgent, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required additional funds to be deposited and held as cash collateral pursuant to this Section 2.31 following (i) in the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure 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 Issuing Lender that there exists excess cash collateral; provided thatdrawing of any Letter of Credit for which funds are on deposit as Cash Collateral, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral such funds shall be held to support future anticipated Fronting Exposure or other obligations and providedapplied, further, that to the extent that such cash collateral was provided by permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, such cash collateral the amount of any Cash Collateral (including any accrued interest thereon) shall remain subject be refunded to the security interest granted pursuant to the Loan DocumentsBorrower.

Cash Collateral. (iIf the reallocation described in Section 2.21(a)(iv) At any time that there shall exist a Defaulting Lenderabove cannot, or can only partially, be effected, within one three Business Day Days following the written request of the Administrative Agent Agent, the applicable Issuing Bank or the Issuing Lender (with a copy Swingline Lender, the applicable Borrower shall deliver to the Administrative AgentAgent cash collateral (or, in the case of Swingline Exposure, at such Borrower’s election, prepayment ) in an amount sufficient to cover the Borrower shall cash collateralize the Issuing portion of such Defaulting Lender’s Fronting Swingline Exposure with respect to such Defaulting Lender and LC Exposure (determined after giving effect to Section 2.31(a)(iv2.21(a)(iv) and any cash collateral provided by the Defaulting Lender or pursuant to Section 2.21(a)(ii) from payments made for the account of such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, for so long as such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, and agrees to maintain, a first priority security interest in all such cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that cash collateral Swingline Exposure or LC Exposure is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, the Borrower 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 (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateraloutstanding; provided that, subject (i) if a Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this clause (c), the Borrowers shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.31 2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure is cash collateralized; (ii) if any portion of the Person providing LC Exposure of such Defaulting Lender is reallocated pursuant to Section 2.21(a)(iv) above, then the fees payable to the Lenders pursuant to Section 2.11(b) shall be adjusted to give effect to such reallocation; and (iii) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateral and collateralized pursuant to Section 2.21(a)(iv) or this clause (c), then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all participation fees payable under Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Lender may agree that cash collateral shall be held Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to support future anticipated Fronting Exposure or other obligations Letters of Credit issued by each Issuing Bank) until and provided, further, that to the extent that such LC Exposure is reallocated and/or cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentscollateralized.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) At if the relevant L/C Issuer has honored any time that there shall exist full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Defaulting LenderRevolving Credit Lender to fulfill its obligations under clause (c)(ii) above, within one Business Day following (ii) if, as of the written request Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Issuing Lender Required Lenders, as applicable, require the Parent Borrower to Cash Collateralize or Backstop the L/C Obligations pursuant to Section 8.02(c) or (with a copy to iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Administrative Agent) the Parent Borrower shall cash collateralize Cash Collateralize or Backstop the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender then Outstanding Amount of all L/C Obligations (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the Minimum date such Cash Collateral Amount. (ii) is provided). The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, Parent Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, L/C Issuers and agrees to maintainthe Revolving Credit Lenders under the Revolving Credit Facility, a first priority security interest in all such cash collateral as security cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the Defaulting Lenders’ obligation benefit of the Parent Borrower. Cash Collateral shall be maintained in accounts satisfactory to fund participations the Administrative Agent, in respect the name of Letters the Administrative Agent and for the benefit of Credit, to the Revolving Credit Lenders under the Revolving Credit Facility and may be applied pursuant to clause (b) belowinvested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that cash collateral is any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and (on behalf of the Issuing Lender as herein provided (other than Permitted Liens), Secured Parties) or that the total amount of such cash collateral funds is less than the Minimum Collateral AmountL/C Exposure, the Parent Borrower will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (includingAgent, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required additional funds to be deposited and held as cash collateral pursuant to this Section 2.31 following (i) in the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure 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 Issuing Lender that there exists excess cash collateral; provided thatdrawing of any Letter of Credit for which funds are on deposit as Cash Collateral, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral such funds shall be held to support future anticipated Fronting Exposure or other obligations and providedapplied, further, that to the extent that such cash collateral was provided by permitted under applicable Law, to reimburse the Borrowerrelevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, such cash collateral the excess shall remain subject be refunded to the security Parent Borrower. 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 (including any accrued interest granted pursuant thereon) shall be refunded to the Loan DocumentsParent Borrower.

Cash Collateral. (i) At any time that there shall exist a Defaulting Lender that is a Revolving Lender, within one Business Day following the written request of the Revolver Administrative Agent or the Issuing Lender LC Issuer (with a copy to the Revolver Administrative Agent) the Borrower shall cash collateralize Cash Collateralize the Issuing LenderLC Issuer’s Fronting Exposure LC Outstandings with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.18(b)(iv) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than 103% of the Minimum Collateral AmountLC Issuer’s LC Outstandings with respect to such Defaulting Lender. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Revolver Administrative Agent, for the benefit of the Issuing LenderLC Issuer, and agrees to maintain, a first priority security interest in all such cash collateral Cash Collateral as security for the obligations of Defaulting Lenders’ obligation Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit, to be applied pursuant to clause (biii) below. If at any time the Revolver Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Revolver Administrative Agent and the Issuing Lender LC Issuer as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountminimum amount required pursuant to clause (i) above, the Borrower will, promptly upon demand by the Revolver Administrative Agent, pay or provide to the Revolver Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral Cash Collateral provided by the Defaulting Lender). (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 2.18(a) or 2.18(b) in respect of Letters of Credit shall be applied to the satisfaction of the obligations of Defaulting Lender’s obligation Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit or LC Disbursements (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lenderany LC Issuer’s Fronting Exposure LC Outstandings shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 2.18(a) following (iA) the elimination of the applicable Fronting Exposure LC Outstandings (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (iiB) the determination by the Revolver Administrative Agent and the Issuing Lender LC Issuer that there exists excess cash collateralCash Collateral; provided that, subject to this Section 2.31 Sections 2.18(b) through 2.18(d) the Person providing cash collateral Cash Collateral and the Issuing Lender each LC Issuer may agree that cash collateral Cash Collateral shall be held to support future anticipated Fronting Exposure LC Outstandings or other obligations and provided, further, provided further that to the extent that such cash collateral Cash Collateral was provided by the Borrower, such cash collateral Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At any time With respect to the prepayment of unmatured Bankers’ Acceptances it is agreed that there the Company or other applicable Borrower shall exist a Defaulting Lender, within one Business Day following provide for the written request funding in full of the Administrative unmatured Bankers’ Acceptances to be prepaid by paying to and depositing with the Canadian Facility Agent or the Issuing Lender (with a copy Tranche 2 Cash Collateral for each such unmatured Bankers’ Acceptances equal to the Administrative Agentface amount payable at maturity thereof. Section 8.02(d) sets forth certain additional requirements to deliver Tranche 2 Cash Collateral hereunder in respect of Bankers’ Acceptances. Such Tranche 2 Cash Collateral shall be applied to satisfy the obligations of the applicable Borrower for such Bankers’ Acceptances as they mature, and the Canadian Facility Agent is hereby irrevocably directed by the Company and each applicable Borrower to apply any such Tranche 2 Cash Collateral to such maturing Bankers’ Acceptances. Any such Tranche 2 Cash Collateral created herein shall cash collateralize not be released to the Issuing Lender’s Fronting Exposure Company or applicable Borrower without the consent of the Tranche 2 Lenders; provided, however, that interest on such deposited amounts shall be for the account of the Company or applicable Borrower and may be withdrawn by the Company or applicable Borrower so long as no Default exists. If, after maturity of the Bankers’ Acceptances for which such Tranche 2 Cash Collateral is held and application by the Canadian Facility Agent of such Tranche 2 Cash Collateral to satisfy the obligations of the applicable Borrower(s) hereunder with respect to all Bankers’ Acceptances prepaid prior to maturity, any interest or other proceeds of such Defaulting Lender (determined after giving effect Tranche 2 Collateral remains, such interest or other proceeds shall be promptly paid and transferred by the Canadian Facility Agent to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral AmountCompany or other applicable Borrower, so long as no Default exists. (ii) If the Canadian Facility Agent notifies the Company at any time that Total Tranche 2 Outstandings at any time exceed the Aggregate Tranche 2 Commitments then in effect as a result of exchange rate fluctuations, then, within two Business Days after receipt of such notice, the applicable Borrowers shall prepay Canadian Prime Rate Loans and/or Canadian Swing Line Loans and/or the Company or applicable Borrower(s) shall provide Tranche 2 Cash Collateral for the Tranche 2 Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Tranche 2 Commitments then in effect. The Canadian Facility Agent may, at any time and from time to time after the initial deposit of such Tranche 2 Cash Collateral, request that additional Tranche 2 Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. If after repayment of the Tranche 2 Loans for which such funds are held and application by the Canadian Facility Agent of such Tranche 2 Cash Collateral to satisfy all Obligations of the Borrowers hereunder to the Canadian Facility Agent and the Tranche 2 Lenders with respect to which Tranche 2 Cash Collateral is being held, any excess remains, such excess shall be promptly paid by the Canadian Facility Agent to the Company or other applicable Borrower, so long as no Default then exists. (iii) As used herein, “Tranche 2 Cash Collateral” means cash or deposit account balances pledged and deposited with or delivered to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Canadian Facility Agent, for the benefit of the Issuing LenderTranche 2 Lenders, by the Company or other applicable Borrower as collateral for the Tranche 2 Loans and agrees Canadian Swing Line Loans, pursuant to maintaindocumentation in form and substance satisfactory to the Administrative Agent and the Canadian Facility Agent (which documents are hereby consented to by the Tranche 2 Lenders). The Company, or other applicable Borrower providing such Tranche 2 Cash Collateral hereby grants to the Canadian Facility Agent, for the benefit of the Tranche 2 Lenders, a first priority security interest in all such cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Creditcash, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent deposit accounts and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, the Borrower 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 (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction all balances therein and all proceeds of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) foregoing. Tranche 2 Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral Collateral pursuant to this Section 2.31 following (i2.05(p) shall be maintained in blocked deposit accounts at the elimination Canadian Facility Agent, bearing interest at rates prevailing at the time of deposit for the account of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure Company or other obligations and provided, further, that to the extent that such cash collateral was provided by the applicable Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. If the Borrower is required pursuant to the terms of this Agreement or any other Loan Document to Cash Collateralize any L/C Obligations, the Borrower shall deposit in an account (which may be the L/C Cash Collateral Account under the Security Agreement) with the Collateral Agent an amount in cash equal to the L/C Obligations as of such date plus any accrued and unpaid interest and fees thereon. Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the L/C Obligations. The Collateral Agent shall have exclusive dominion and control, 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) At the Collateral Agent shall not be required to make any time that there shall exist a Defaulting Lenderinvestment that, within one Business Day following in its sole judgment, would require or cause the written request Collateral Agent to be in, or would result in any, violation of the Administrative Agent or the Issuing Lender (with a copy to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Borrower, and Borrower shall indemnify the Collateral Agent for any losses relating to the extent provided by such investments in Cash Equivalents. Other than any Defaulting Lenderinterest or profits earned on such investments, such Defaulting Lenderdeposits shall not bear interest. Interest or profits, hereby grants to the Administrative Agentif any, on such investments shall accumulate in such account for the benefit of the Issuing LenderBorrower, and agrees subject to maintainthe provisions contained in this Section 2.05(i). Moneys in such account shall be applied by the Collateral Agent to reimburse the L/C Issuer immediately for drawings under the applicable Letters of Credit and, a first priority security interest in all such if the maturity of the Loans has been accelerated, to satisfy the L/C Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as security for a result of an Event of Default, such amount (to the Defaulting Lenders’ obligation extent not applied as aforesaid) shall be returned to fund participations in respect the Borrower within three Business Days after all Events of Letters Default have been cured or waived. If the Borrower is required to provide an amount of Credit, to be applied cash collateral hereunder pursuant to clause (b) below. If at any time the Administrative Agent determines that cash collateral is subject to any right this Section 2.05 or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted LiensSection 2.09(c)(i), or that such amount (to the total amount of such cash collateral is less than the Minimum Collateral Amount, extent not applied as aforesaid) shall be returned to the Borrower willupon demand; provided that, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreementsuch return, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of aggregate Revolving Outstandings would not exceed the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or Revolving Committed Amount and (ii) no Event of Default shall have occurred and be continuing. If the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject Borrower is required to this Section 2.31 the Person providing deposit an amount of cash collateral and the Issuing Lender may agree that cash collateral shall be held hereunder pursuant to support future anticipated Fronting Exposure Section 2.09(c)(i), (ii), (iii), (iv) or other obligations and provided, further, that (v) interest or profits thereon (to the extent that 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 Finance Parties, the cash collateral was provided by account established hereunder (and all monies and investments held therein) to secure the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan DocumentsSenior Credit Obligations.

Cash Collateral. (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (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, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, within one Business Day following immediately upon the written request of the Administrative Agent or the Issuing Lender (with a copy applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.16(a)(iv) and any cash collateral Cash Collateral provided by such the Defaulting Lender) in an amount not less than the Minimum Collateral Amount). (iib) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent or a financial institution selected by the Administrative Agent. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Issuing LenderAdministrative Agent, each applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash Cash Collateral (including cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing) as security for the Defaulting Lenders’ obligation obligations to fund participations in respect of Letters of Credit, to which such Cash Collateral may be applied pursuant to clause (b) belowSection ‎2.15(c). If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountapplicable 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 Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lenderdeficiency. (iiic) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under any of this Section 2.31 ‎2.15 or Sections ‎2.05, ‎2.06, ‎2.16 or ‎8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the Defaulting Lender’s obligation specific L/C Obligations, obligations to fund participations in respect of Letters of Credit therein (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (ivd) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure or other obligations shall no longer be required to be held as cash collateral pursuant to this Section 2.31 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 LenderLender (or, as appropriate, its assignee following compliance with Section ‎10.07(b)(viii), )) or (ii) the Administrative Agent’s good faith determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateralCash Collateral; provided, however, that (x) Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided thatin this Section ‎2.15 may be otherwise applied in accordance with Section ‎8.04), and (y) subject to this Section 2.31 ‎2.16, the Person providing cash collateral Cash Collateral and the Issuing Lender applicable L/C Issuer may agree that cash collateral Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsobligations.

Cash Collateral. (i) If the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in this subsection. (ii) At any time that there shall exist a Defaulting Lender, within one five (5) Business Day following receipt of the written request of the Administrative Agent or the Issuing Lender Bank (with a copy to the Administrative Agent) ), the Borrower shall cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(ivthe immediately preceding subsection (d) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amountaggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time. (iiiii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the Issuing LenderBank, and agrees agree to maintain, a first priority security interest in all such cash collateral Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters Letter of CreditCredit Liabilities, to be applied pursuant to the immediately following clause (b) belowiv). If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender Bank as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amountaggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral Cash Collateral provided by the Defaulting Lender). (iiiiv) Notwithstanding anything to the contrary contained in this Agreement, cash collateral Cash Collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters Letter of Credit Liabilities (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (ivv) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing LenderBank’s Fronting Exposure shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 subsection following (ix) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (iiy) the determination by the Administrative Agent and the Issuing Lender Bank that there exists excess cash collateralCash Collateral; provided that, subject to this Section 2.31 the immediately preceding subsection (b), the Person providing cash collateral Cash Collateral and the Issuing Lender Bank may (but shall not be obligated to) agree that cash collateral Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, provided further that to the extent that such cash collateral Cash Collateral was provided by the Borrower, such cash collateral Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At any time that there Each Non - Funding Lender shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the Issuing Lender (with a copy be required to provide to the Administrative AgentAgent (A) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) or Cash Equivalents in an amount not less than equal to 105% of such Non - Funding Lender’s Proportionate Share of the Minimum Collateral Amount. face amount of outstanding Letters of Credit under the Revolving Facilities (ii) The Borrowerthe “ L/C Fronting Exposure ”), and (B) cash collateral or Cash Equivalents in an amount, as shall be determined from time to time by the Agent in its discretion, equal to all other obligations of such Non - Funding Lender to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, and agrees to maintain, a first priority security interest in all such cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied Agent that are owing or may become owing pursuant to clause (b) below. If at any time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, the Borrower 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 (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting including, without limitation, such Non - Funding Lender’s obligation to fund participations in respect pay its Proportionate Share of Letters of Credit (including, as to any indemnification or expense reimbursement amounts not paid by a Borrower. Such cash collateral provided or Cash Equivalents shall be held by a Defaulting Lender, any interest accrued on such obligation) for which the Agent in one or more cash collateral was so provided, prior accounts which accounts shall be in the name of the Agent and shall not be required to any other application of such property as may otherwise be provided for herein. (iv) interest bearing. The Agent shall be entitled to apply the foregoing cash collateral and Cash Equivalents in accordance with the Intercreditor Agreement. Cash collateral (or the appropriate portion thereof) provided to reduce either the Canadian Issuing Lender’s or the US Issuing Lender’s L/C Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 Sec tion 13.16 following (iA) the elimination of the applicable L/C Fronting Exposure (including by the termination of Defaulting Non - Funding Lender status of the applicable Lender), ) or (iiB) the determination by the Administrative Agent and the either Canadian Issuing Lender or the US Issuing Lender, as applicable, that there exists excess cash collateral; provided that, subject to the other provisions of this Section 2.31 13.16, the Person providing cash collateral and the Canadian Issuing Lender or the US Issuing Lender, as applicable, may agree that cash collateral shall be held to support future anticipated L/C Fronting Exposure or other obligations and provided, further, that obligations. (3) Reallocation of Commitments . Notwithstanding anything in this Agreement to the extent contrary, it shall be within the sole determination of the Canadian Issuing Lender or the US Issuing Lender, as applicable, as to whether it is agreeable to issue any new Letters of Credit or extend or renew any expiring Letters of Credit. So long as there is a Non - Funding Lender, the Borrowers may continue to request the issuance of Letters of Credit and the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of Credit. Each Lender that is not a Non - Funding Lender shall be deemed to have increased their Proportionate Share of Commitments under the Canadian Revolving Facility or the US Revolving Facility, as applicable, (but not their aggregate Commitment) with respect to any such cash collateral was provided by the BorrowerLetter of Credit only, such cash collateral that the aggregated Commitments of such Lenders in respect of each such Letter of Credit shall remain subject be equal to the security interest granted pursuant amount of the Commitments in respect of such Letter of Credit had the Non - Funding Lender not been a Non - Funding Lender. With respect to such Letter of Credit references in Sec tion 5.02 to the Loan Documents.Lenders, and the indemnification of the Lenders, such references will be deemed not to apply to any Non - Funding Lender. Subject to Section 13.17 , no

Cash Collateral. (ia) Upon the request of the Administrative Agent or the applicable Issuing Lender if, three Business Days prior to the Revolving Termination Date, any L/C Obligation for any reason remains outstanding, or as otherwise required pursuant to Section 8.1, the Borrower shall, in each case, immediately Cash Collateralize the then outstanding amount of all L/C Obligations in an amount not less than the Minimum Collateral Amount. At any time that there shall exist a Defaulting Lender, within one Business Day following immediately upon the written request of the Administrative Agent or the any applicable Issuing Lender or Swingline Lender (in each case, with a copy to the Administrative Agent) ), the Borrower shall cash collateralize the Issuing Lender’s Cash Collateralize all Fronting Exposure of such Issuing Lender or Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv2.26(a)(iv) and any cash collateral Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (iib) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent. The BorrowerBorrower and, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subject to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the applicable Issuing LenderLenders and the applicable Lenders (including the applicable Swingline Lenders), and agrees to maintain, a first priority security interest in all such cash Cash Collateral, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and all proceeds of the foregoing, as security for the Defaulting Lenders’ obligation obligations to fund participations in respect of Letters of Credit, to which such Cash Collateral may be applied pursuant to clause paragraph (bc) belowof this Section. If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amount, 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 Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lenderdeficiency. (iiic) Notwithstanding anything herein to the contrary contained in this Agreementcontrary, cash collateral Cash Collateral provided under this Section, Section 2.31 2.26 or 8.1 or otherwise in respect of Letters of Credit or Swingline Loans shall be applied to the satisfaction of the Defaulting Lender’s obligation specific L/C Obligations, Swingline Loans, obligations to fund participations in respect of Letters of Credit therein (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligationobligations) and other obligations for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (ivd) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure or other obligations shall no longer be required to be held as cash collateral pursuant to this Section 2.31 released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of the Defaulting Lender status of the applicable LenderLender (or, as appropriate, its assignee following compliance with Section 10.6), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateralCash Collateral; provided that, subject to that (A) Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default under Section 7.01(a) or (f) or an Event of Default (and following application as provided in this Section 2.31 may be otherwise applied in accordance with Section 8.1) and (B) the Person providing cash collateral Cash Collateral and the applicable Issuing Lender Lender(s) or Swingline Lender(s) may agree that cash collateral Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentshereunder.

Cash Collateral. (i) At If any time that there Event of Default shall exist a Defaulting Lenderoccur and be continuing, within one on the Business Day following that the written request of Borrower receives notice from the Administrative Agent or the Issuing Lender Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with a copy Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage) demanding the deposit of Cash Collateral pursuant to the Administrative Agent) this paragraph, the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) deposit in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and the Issuing LenderBanks, an amount in cash equal to the Agreed L/C Cash Collateral Amount plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and agrees such Cash Collateral 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 maintainthe Borrower described in Section 7.01(h), a first priority security interest in all such cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to (i) or (j). Such Cash Collateral shall be applied pursuant to clause (b) below. If at any time held by the Administrative Agent determines that cash as collateral is subject to 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 right or claim interest earned on the investment of any Person other than such Cash Collateral, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Issuing Lender as herein provided (other than Permitted Liens)Borrower’s risk and expense, such Cash Collateral shall not bear interest. Interest or that the total amount of profits, if any, on such cash collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent, pay or provide Agent to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to reimburse each Issuing Bank for any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided disbursements under this Section 2.31 in respect of Letters of Credit made by it and for which it has not been reimbursed and, to the extent not so applied, shall be applied to held for the satisfaction of the Defaulting Lender’s obligation to fund participations in respect reimbursement obligations of Letters the Borrower for the Letter of Credit Usage at such time or, if the maturity of the Loans has been accelerated (includingbut subject to the consent of Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), as be applied to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which satisfy other obligations of the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or Borrower under this Agreement. If the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be Borrower is required to be held provide an amount of Cash Collateral hereunder as cash collateral pursuant to this Section 2.31 following (i) the elimination a result of the applicable Fronting Exposure occurrence of an Event of Default, such amount (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral not applied as aforesaid) shall remain subject be returned to the security interest granted pursuant to the Loan DocumentsBorrower (or as otherwise ordered by a court of competent jurisdiction) within five Business Days after all Events of Default have been cured or waived.

Cash Collateral. (i) At If, as of the Letter of Credit Expiration Date, any time that there shall exist a Defaulting LenderLetter of Credit may for any reason remain outstanding and partially or wholly undrawn, within one Business Day following the written request (ii) if any Event of Default occurs and is continuing and the Administrative Agent or the Issuing Lender Required Lenders, as applicable, require the Borrower to cash collateralize the Letter of Credit Outstandings pursuant to Section 10 or (with a copy to the Administrative Agentiii) an Event of Default set forth under Section 10A.05 occurs and is continuing, the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender all Letter of Credit Outstandings (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than equal to the Minimum Collateral Amount. (ii) The BorrowerOutstanding Amount thereof), and 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), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) 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 (iii), the Business Day on which an Event of Default set forth under Section 10A.05 occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “cash collateralize” means to pledge and deposit with or deliver to the extent provided Administrative Agent, for the benefit of the relevant Issuing Lender and the Lenders with Revolving Loan Commitments, as collateral for the Letter of Credit Outstandings, cash or deposit account balances (“cash collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Lender (which documents are hereby consented to by any Defaulting Lender, the Lenders). Derivatives of such Defaulting Lender, term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, Lenders and agrees to maintainthe Lenders, a first priority security interest in all such cash cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash collateral as security for shall be maintained in blocked accounts at the Defaulting Lenders’ obligation to fund participations Administrative Agent and may be invested in respect of Letters of Credit, to be applied pursuant to clause (b) belowreadily available Cash Equivalents. If at any time the Administrative Agent determines that any funds held as cash collateral is are expressly subject to any right or claim of any Person other than the Administrative Agent and (on behalf of the Issuing Lender as herein provided (other than Permitted Liens), Secured Creditors) or that the total amount of such cash collateral funds is less than the Minimum Collateral Amountaggregate Letter of Credit Outstandings, the Borrower will, promptly forthwith upon demand by the Administrative Agent, pay or provide to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent additional as aforesaid, an amount equal to the excess of (a) such aggregate Letter of Credit Outstandings over (b) the total amount of funds, if any, then held as cash collateral in an 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 Issuing Lender. To the extent the amount sufficient to eliminate such deficiency (after giving effect to of any cash collateral provided exceeds the then aggregate amount of Letter of Credit Outstandings 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 2.01(g) is cured or otherwise waived by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this AgreementRequired Lenders, then so long as no other Event of Default has occurred and is continuing, all cash collateral provided under this Section 2.31 in respect of Letters pledged to cash collateralize such Letter of Credit shall be applied refunded to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for hereinBorrower. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Cash Collateral. (i) At If any time that there Event of Default shall exist a Defaulting Lenderoccur and be continuing, within one on the Business Day following that the written request of Borrower receives notice from the Administrative Agent or the Issuing Lender Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with a copy LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to the Administrative Agent) this paragraph, the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) deposit in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Lenderapplicable Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and agrees unpaid interest thereon; provided that the obligation to maintain, a first priority security interest in all deposit such cash collateral as security for shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the Defaulting Lenders’ obligation occurrence of any Event of Default with respect to fund participations the Borrower described in respect of Letters of Credit, to be applied pursuant to clause (bh) belowor (i) of Article 8. If at any time Such deposit shall be held by the Administrative Agent determines that cash as collateral is subject to any for the payment and performance of the obligations of the Borrower under this Credit Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right or claim of any Person other than withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative Agent and be under any obligation whatsoever to invest the Issuing Lender as herein provided (other than Permitted Liens)same, or that provided, however, that, at the total amount request of the Borrower, such cash collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand deposit shall be invested by the Administrative AgentAgent in direct short term obligations of, pay or provide 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 Letter 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 additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by reimburse the Defaulting Lender. (iii) Notwithstanding anything Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the contrary contained in this Agreementextent not so applied, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to held for the satisfaction of the Defaulting Lender’s obligation 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 fund participations in respect the consent of Letters Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Credit (including, as Agreement. If the Borrower is required to provide an amount of cash collateral provided by hereunder as a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination result of the applicable Fronting Exposure occurrence of an Event of Default, such amount (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral not applied as aforesaid) shall remain subject be returned to the security interest granted pursuant to the Loan DocumentsBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. (ia) Upon the request of the Administrative Agent or the applicable Issuing Lender if, three Business Days prior to the Revolving Termination Date, any L/C Obligation for any reason remains outstanding, or as otherwise required pursuant to Section 8.1, the Borrower shall, in each case, immediately Cash Collateralize the then outstanding amount of all L/C Obligations in an amount not less than the Minimum Collateral Amount. At any time that there shall exist a Defaulting Lender, within one Business Day following immediately upon the written request of the Administrative Agent or the any applicable Issuing Lender (in each case, with a copy to the Administrative Agent) ), the Borrower shall cash collateralize repay the Issuing Lender’s L/C Obligations, in the amount of all Fronting Exposure of such Issuing Lender with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by or Cash Collateralize such Defaulting Lender) Fronting Exposure in an amount not less than the Minimum Collateral AmountAmount (in each case, determined after giving effect to Section 2.27(a)(iv) and any Cash Collateral provided by such Defaulting Lender). (iib) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent. The BorrowerBorrower and, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subject to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the applicable Issuing LenderLenders and the applicable Lenders, and agrees to maintain, a first priority security interest in all such cash Cash Collateral, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and all proceeds of the foregoing, as security for the Defaulting Lenders’ obligation obligations to fund participations in respect of Letters of Credit, to which such Cash Collateral may be applied pursuant to clause (bc) belowof this Section. If at any time the Administrative Agent determines that cash collateral Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens)provided, or that the total amount of such cash collateral Cash Collateral is less than the Minimum Collateral Amount, 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 Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lenderdeficiency. (iiic) Notwithstanding anything herein to the contrary contained in this Agreementcontrary, cash collateral Cash Collateral provided under this Section, Section 2.31 2.27 or 8.1 or otherwise in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation specific L/C Obligations, obligations to fund participations in respect of Letters of Credit therein (including, as to cash collateral Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligationobligations) and other obligations for which the cash collateral Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (ivd) Cash collateral Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure or other obligations shall no longer be required to be held as cash collateral pursuant to this Section 2.31 released promptly following (i) the elimination of the applicable Fronting Exposure (or other obligations giving rise thereto, including by the termination of the Defaulting Lender status of the applicable LenderLender (or, as appropriate, its Assignee following compliance with Section 10.6), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateralCash Collateral; provided that, subject to (A) Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default under Section 8.1(a) or (f) or an Event of Default (and following application as provided in this Section 2.31 may be otherwise applied in accordance with Section 8.1) and (B) the Person providing cash collateral Cash Collateral and the applicable Issuing Lender Lender(s) may agree that cash collateral Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentshereunder.

Cash Collateral. If (ix) At any time that there Event of Default shall exist a Defaulting Lenderoccur and be continuing, within one on the Business Day following that the written request Borrower receives notice from the Administrative Agent or Lenders holding more than 50% of the total LC Exposure demanding the deposit of cash collateral pursuant to this paragraph, or (y) the maturity of the Revolving Loans has been accelerated, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent or the Issuing Lender (with a copy to the Administrative Agent) the Borrower shall cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Lenderapplicable Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and agrees unpaid interest thereon; provided that the obligation to maintain, a first priority security interest in all 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 paragraph (h) or (i) of Article 8. Such deposit shall be held by the Administrative Agent as security collateral for the Defaulting Lenders’ payment and performance of the obligations of the Borrower under this Section 2.9. The 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 Agent be under any obligation whatsoever to fund participations invest the same, provided, however, that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in respect direct short-term obligations of, or short-term obligations the principal of Letters and interest on which are unconditionally guaranteed by, the United States of CreditAmerica, in each case maturing no later than the expiry date of the Letter 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 as follows: first, to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed, second, if there be any excess, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided (other than Permitted Liens), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, the Borrower 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 (after giving effect to any cash collateral provided by the Defaulting Lender. (iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.31 in respect of Letters of Credit shall be applied to held for the satisfaction of the Defaulting Lender’s obligation reimbursement obligations (contingent or otherwise) of the Borrower for the LC Exposure at such time, third, if there be any excess, to fund participations in respect reduce 1821445.29\C072091\0303228 the Revolving Credit Exposure of Letters all of Credit the Lenders pro rata, and fourth, if there be any excess and if the maturity of the Loans has been accelerated (includingbut subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), as to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral provided by hereunder as a Defaulting Lenderresult of the occurrence of an Event of Default, such amount and any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. thereon (iv) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.31 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess cash collateral; provided that, subject to this Section 2.31 the Person providing cash collateral and the Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral not applied as aforesaid) shall remain subject be returned to the security interest granted pursuant to the Loan DocumentsBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. (i) At In the event that any time that there shall exist Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the Issuing Lender Bank (with a copy to the Administrative Agent) the Borrower shall cash Cash collateralize the such Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.31(a)(ivclause (e) above and any cash Cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (iii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing LenderBank, and agrees to maintain, a first priority security interest in all such cash Cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (bii) below. If at any time the Administrative Agent determines that cash Cash collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender Banks as herein provided (other than Permitted Liens), or that the total amount of such cash Cash collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash Cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash Cash collateral provided by the Defaulting Lender). (iiiii) Notwithstanding anything to the contrary contained in this Agreement, cash Cash collateral provided under this Section 2.31 2.22 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash Cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash Cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iviii) Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing LenderBank’s Fronting Exposure shall no longer be required to be held as cash collateral Cash Collateral pursuant to this Section 2.31 2.22(f) following (iA) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (iiB) the determination by the Administrative Agent and the Issuing Lender Bank that there exists excess cash collateralCash Collateral; provided that, subject to this Section 2.31 clauses (a) and (e) above, the Person providing cash Cash collateral and the Issuing Lender Bank may agree that cash Cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further, that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documentsobligations.