Common use of Cash Collateral Clause in Contracts

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) 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). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such 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 benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 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 thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs and is continuing and the Administrative Revolver Agent or the 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(c8.02(a)(iii) or (ivii) an Event of Default set forth under Section 8.01(f) (with 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 Revolver Agent, for the benefit of the relevant 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 substance reasonably satisfactory to the 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 Administrative Revolver Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligationsforegoing. The Administrative 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 for the benefit of the Borroweraccount. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Revolver Agent, in the name of the Administrative Revolver Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Revolver Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Revolver Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Revolver Agent, pay to the Administrative Revolver Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Revolver 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 Revolver Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be providedUpon the request of the Administrative Agent, (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the 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 Required Revolving Credit Lenders or the Required LendersBorrowers shall, as applicablein each case, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% of such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date of such Cash Collateral is providedL/C Borrowing or the Letter of Credit Expiration Date, as the case may be). The Borrower hereby grants 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 Administrative Collateral Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent and such L/C Issuer (which documents are hereby consented to by the Revolving Credit FacilityLenders) 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 security interest in all such cash, deposit accounts, Cash Collateral Account accounts 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 benefit of the Borrowerforegoing. Cash Collateral shall be maintained in blocked deposit accounts satisfactory to with the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent or the Collateral Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Collateral Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than 103% of the aggregate Outstanding Amount of all L/C ExposureObligations, the Borrower Borrowers will, forthwith upon demand by the Administrative Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the deposit accounts specified by with the Administrative AgentCollateral Agent as aforesaid, an amount equal to the excess of (a) 103% of such L/C Exposure aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably or the Collateral Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Lawlaw, to reimburse the relevant applicable 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Lenders with Letter of Credit Lenders or Usage representing greater than 50% of the Required Lenderstotal Letter of Credit Usage) demanding the deposit of Cash Collateral pursuant to this paragraph, as applicable, require the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and the Issuing Banks, an amount in cash equal to Cash Collateralize the Agreed L/C Obligations pursuant 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 Section 8.02(c) undrawn Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then in which cash such Cash Collateral shall be deposited in the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount of such Outstanding Amount plus any accrued undrawn Letters of Credit or unpaid fees thereon determined as outstanding Letter of Credit Disbursements) and (ii) the date obligation to deposit such Cash Collateral is providedshall become effective immediately, and 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 the Borrower described in Section 7.01(h), (i) or (j). The Borrower hereby grants to Such Cash Collateral shall be held by the Administrative Agent, Agent as collateral for the benefit payment and performance of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds obligations of the foregoing that secure any of its L/C ObligationsBorrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such Cash Collateral, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such Cash Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent to reimburse each Issuing Bank for any disbursements under Letters of Credit made by it and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted 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 Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), be applied to satisfy other obligations of the Borrower under applicable Lawthis Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to 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 not applied 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, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower (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. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs and is continuing and the Administrative Agent or the 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(c8.02(a)(iii) or (ivii) an Event of Default set forth under Section 8.01(f) (with 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 benefit of the relevant 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 substance reasonably satisfactory to the 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 Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligationsforegoing. 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 benefit of the Borroweraccount. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 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 thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if Upon the relevant L/C Issuer has honored any full or partial drawing under any Letter written request of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Required Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) Lenders if, as of the Letter of Credit Facility Expiration Date, any applicable Revolving L/C Obligation for any reason remains outstandingMaturity Date, (iiii) if there are any applicable Revolving Letters of Credit Outstanding or (ii) the provisions of Section 2.16(b)(ii) are in effect, the Borrower shall promptly Cash Collateralize the applicable Revolving Letters of Credit Outstanding (determined in the case of Cash Collateral provided pursuant to clause (ii) above, after giving effect to Section 2.16(b)(i)). (b) If any Event of Default occurs shall occur and is continuing and the Administrative Agent or be continuing, the Required Revolving Credit Lenders or may require that the Required Lenders, as applicable, require the Borrower to Cash Collateralize the Revolving L/C Obligations pursuant be Cash Collateralized. (c) For purposes of this Agreement, “Cash Collateralize” means to Section 8.02(c(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 (iv) an Event deliver to the Administrative Agent, for the benefit of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize Revolving Letter of Credit Issuers as collateral for the then Outstanding Amount of all Revolving L/C Obligations Obligations, cash or deposit account balances (such items in clauses (i) and (ii), “Cash Collateral”) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as 100% of the date amount of the Revolving Letters of Credit Outstanding required to be Cash Collateralized pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, the Borrower and the Revolving Letter of Credit Issuers (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such Cash Collateral is provided)terms have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Letter of Credit Lenders under the Revolving Credit FacilityIssuers, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts 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 documentation in form 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 benefit of the Borrower. Cash Collateral shall be maintained in accounts substance reasonably satisfactory to the Administrative Agent, the Revolving Letter of Credit Issuers (which documents are hereby consented to by the Revolving Credit Lenders). Such cash collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Administrative Agent and (with the interest accruing for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 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 thereon) shall be refunded to the Borrower).

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower Borrowers to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c8.02(a)(iii) or (ivii) an Event of Default set forth under Section 8.01(f) (with respect to the Borrowers) or (g) occurs and is continuing, then the Borrower Borrowers 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 benefit of the relevant 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 substance reasonably satisfactory to the 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 Borrower Borrowers hereby grants grant to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligationsforegoing. 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 benefit of the Borroweraccount. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 BorrowerBorrowers. 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 thereon) shall be refunded to the BorrowerBorrowers.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) ifIf, as of the Letter of Credit Facility Expiration Maturity Date, there are any L/C Obligation Letter of Credit Obligations, the Borrower shall promptly (and in any event not later than the following Business Day) Cash Collateralize the Letter of Credit Obligations that for any reason remains remain outstanding. Section 2.16 and Section 5.2 set forth certain additional circumstances under which Cash Collateral may be, or is required to be, delivered hereunder. (iiib) if If any Event of Default occurs shall occur and is continuing and the Administrative Agent or be continuing, the Required Revolving Credit Lenders or may require that the Required LendersLetter of Credit Obligations be Cash Collateralized; provided that, as applicable, require upon the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) occurrence of an Event of Default set forth under referred to in Section 8.01(f) or (g) occurs and is continuing11.5, then the Borrower shall immediately Cash Collateralize the Letters of Credit then Outstanding Amount outstanding and no notice or request by or consent from the Required Lenders shall be required. (c) For purposes of all L/C this Agreement, “Cash Collateralize” means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the Letter of Credit Issuer collateral for the Letter of Credit Obligations cash or deposit account balances (“Cash Collateral”) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as the amount of the date 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 Cash Collateral is provided)terms have corresponding meanings. The Borrower hereby grants to the Administrative Collateral Agent, for the benefit of the L/C Issuers Letter of Credit Issuer and the Revolving Letter of Credit Lenders under the Revolving Credit FacilityParticipants, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts 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 benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionforegoing. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf Collateral Agent, the Letter of Credit Issuer or the Secured Parties) Letter of Credit Participants, other than any Liens permitted under Section 10.2, or that the total amount of such funds Cash Collateral is less than the L/C Exposureamount required to be delivered as described above, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentCollateral Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. Cash Collateral shall be maintained in blocked, as additional funds to be deposited and held in the interest bearing deposit accounts specified by with the Administrative Collateral 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 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 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 thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to At any other provision under this Agreement requiring Cash Collateral to be providedtime that there shall exist a Defaulting Lender, within one (i1) if Business Day following the relevant L/C Issuer has honored any full or partial drawing under any Letter written request of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower LC Issuer (with a copy to Cash Collateralize the L/C Obligations pursuant to Section 8.02(cAdministrative Agent) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower Borrowers shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in an amount equal sufficient to such Outstanding Amount plus cover the applicable Fronting Exposure (after giving effect to Section 4.2(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). 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 L/C Issuers LC Issuer, and the Revolving Credit Lenders under the Revolving Credit Facilityagrees to maintain, a perfected first priority security interest in all such 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 as security for the benefit Defaulting Lenders’ obligation to fund participations in respect of the Borrower. Cash Collateral shall LC Obligations, to be maintained in accounts satisfactory to the Administrative Agent, applied in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionmanner set forth below. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) and LC Issuer as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C applicable Fronting Exposure, the Borrower Borrowers will, forthwith upon demand ON DEMAND by the Administrative Agent, pay or provide to 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). Notwithstanding anything to the Administrative Agentcontrary contained in this Agreement, Cash Collateral provided under this Section 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 LC Obligations (including, as additional funds 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. Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuer’s Fronting Exposure shall no longer be required to be deposited and held in the 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 pursuant to this Section 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 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 LC Issuer that there exists excess Cash Collateral; provided, such funds shall be appliedhowever, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any (x) that Cash Collateral exceeds furnished by or on behalf of a Credit Party shall not be released during the L/C Exposure plus costs incidental thereto and so long as no other continuance of a Default or Event of Default has occurred (and is continuing, the excess following application as provided in this Section 4.6 may be otherwise applied in accordance with Section 5.5) but shall be refunded to released upon the Borrower. If waiver of such Default or Event of Default is cured or waived in accordance with the terms of this Agreement, and no other Event of Default is then occurring and continuing, (y) the amount of any Person providing Cash Collateral (including any accrued interest thereon) and LC Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be refunded released but instead held to the Borrowersupport future anticipated Fronting Exposure or other Obligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Credit Lenders or demanding the Required Lenders, as applicable, require the Borrower to deposit of Cash Collateralize the L/C Obligations Collateral pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingthis paragraph, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit 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). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the Agreed L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account Amount plus any accrued and all balances therein 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 all proceeds 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 Section 9.01(g), (h) or (i) or, if the maturity of the foregoing that secure any Loans has been accelerated. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of its L/C the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse an Issuing Bank for any disbursements under Letters of Credit made by it and for which it has not been reimbursed and, to the extent not so applied, shall be held for the benefit satisfaction of the Borrowerreimbursement 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 of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be maintained 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 Cash Collateral to the Company. Notwithstanding anything to the contrary herein, if as of the expiration date of any Letter of Credit any obligation thereunder remains outstanding, the Borrower shall, at the request of the applicable Issuing Bank, deposit in accounts satisfactory to an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under Lenders, an amount in cash equal to the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the Agreed L/C Exposure, Cash Collateral Amount plus any accrued and unpaid interest thereon on or before the Business Day following the day of such request (or if such request is given to the Borrower willprior to 4:00 p.m. on a Business Day, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) on 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 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 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 thereon) shall be refunded to the BorrowerBusiness Day).

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if If the relevant L/C Issuer has honored reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any full right or partial drawing remedy available to it hereunder or under any Letter of Credit and such drawing has resulted law Cash Collateralize the Issuing Bank’s Fronting Exposure in an L/C Borrowing for reasons other than accordance with the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, procedures set forth in this subsection. (ii) ifAt any time that there shall exist a Defaulting Lender that is a Revolving Lender, as within one (1) Business Day following the written request of the 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 Required Revolving Credit Lenders or Issuing Bank (with a copy to the Required LendersAdministrative Agent), as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as not less than the aggregate Fronting Exposure of the date Issuing Bank with respect to Facility Letters of Credit issued and outstanding at such Cash Collateral time. (iii) The Borrower, and to the extent provided by any Defaulting Lender that is provided). The Borrower a Revolving Lender, such Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the L/C Issuers Issuing Bank, and the Revolving Credit Lenders under the Revolving Credit Facilityagree to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds as security for the obligation of the foregoing Defaulting Lenders that secure any are Revolving Lenders to fund participations in respect of its L/C Facility Letter of Credit 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 benefit of the Borrower. Cash Collateral shall to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionimmediately following clause (iv). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Bank as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposure of the Issuing Bank with respect to Facility Letters of Credit issued and outstanding at such time, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Facility Letters of Credit shall be applied to the satisfaction of the obligation of the Defaulting Lenders that are Revolving Lenders to fund participations in respect of Facility Letter of Credit Obligations (including, as additional funds 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. (v) Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be deposited and held in the 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 pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (y) the determination by 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 Issuing Bank that there exists excess Cash Collateral; provided that, such funds subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the Issuing Bank may (but shall not be obligated to) agree that Cash Collateral shall be applied, held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the 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 security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (iA) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) ifIf, as of the Letter of Credit Facility Expiration Maturity Date, any L/C Obligation Letters of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, or (iiiB) if the occurrence of any Event of Default occurs and is continuing and the Administrative Agent other circumstances under this Credit Agreement or the Required Revolving Credit Lenders or other Loan Documents requiring the Required Lenders, as applicable, require the Borrower Borrowers to Cash Collateralize Letters of Credit, the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower Borrowers shall promptly Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to the Minimum Collateral Amount or, in the case of sub-clause (B) above, such Outstanding Amount plus any accrued amount expressly required by the terms of this Credit Agreement or unpaid fees thereon determined as other Loan Document, to the Administrative Agent for the benefit of the date Secured Parties, to be held by Administrative Agent as Cash Collateral subject to the terms of this clause (i) and any security agreement, control agreement and other documentation requested by the Administrative Agent to be executed in connection with opening a Cash Collateral Account for the purpose of holding such Cash Collateral. All Cash Collateral to be provided by the Borrowers pursuant to this Section 2.8(i) shall be in currencies of the related Letters of Credit. All such Cash Collateral is provided)shall (unless otherwise agreed by the Administrative Agent) be funded by the proceeds of Investor Capital Calls, and not from any other source. Cash Collateral held in the Cash Collateral Account shall be applied by Administrative Agent to the reimbursement of Letter of Credit Issuer for any payment made by it of drafts drawn under the outstanding Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations that are then due and payable. After all such Letters of Credit shall have expired or been fully drawn upon, all Letter of Credit Liability shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, of Cash Collateral held in the Cash Collateral Account pursuant to this clause (i) shall be returned to the Borrowers. The Borrower Borrowers hereby grants grant to the Administrative Agent, for the benefit of the L/C Issuers Secured Parties, and the Revolving Credit Lenders under the Revolving Credit Facilityagree to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral and in the Cash Collateral Account and all balances therein and all proceeds as security in respect 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 benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 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 thereon) shall be refunded to the BorrowerLiability.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Lenders with Letter of Credit Lenders or Usage representing greater than 50% of the Required Lenderstotal Letter of Credit Usage) demanding the deposit of Cash Collateral pursuant to this paragraph, as applicable, require the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and the Issuing Banks, an amount in cash equal to Cash Collateralize the Agreed L/C Obligations pursuant 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 Section 8.02(c) undrawn Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then in which cash such Cash Collateral shall be deposited in the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount of such Outstanding Amount plus any accrued undrawn Letters of Credit or unpaid fees thereon determined as outstanding Letter of Credit Disbursements) and (ii) the date obligation to deposit such Cash Collateral is providedshall become effective immediately, and 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 the Borrower described in Section 7.01(h), (i) or (j). The Borrower hereby grants to Such Cash Collateral shall be held by the Administrative Agent, Agent as collateral for the benefit payment and performance of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds obligations of the foregoing that secure any of its L/C ObligationsBorrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such Cash Collateral, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such Cash Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent to reimburse each Issuing Bank for any disbursements under Letters of Credit made by it and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted 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 Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), be applied to satisfy other obligations of the Borrower under applicable Lawthis Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to 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 not applied 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, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower (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. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders demanding that its reimbursement obligations with respect to the Letters of Credit Lenders or the Required Lenders, as applicable, require the Borrower to be Cash Collateralize the L/C Obligations Collateralized pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingthis Section, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit 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). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers Letter of Credit Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest an amount in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds cash equal to 103% of the foregoing aggregate Letter of Credit Exposure of all Lenders as of such date plus any accrued and unpaid fees thereon; provided that secure such obligation to Cash Collateralize the reimbursement obligations of the Borrower with respect to the 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 its L/C Obligationsany 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 or and profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and for to reimburse the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 drawing of any Letter of Credit Issuer for Letter of Credit Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit had not been reimbursed and, to the extent permitted not so applied, shall be held for the satisfaction of the 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 satisfy other obligations of the Borrower under applicable Lawthis Agreement and the other Credit Documents. If the Borrower is required to Cash Collateralize its reimbursement obligations with respect to the Letters of Credit as a result of the occurrence of an Event of Default, such Cash Collateral so posted (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 not so long applied 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, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) ifIf, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for Maturity Date, there are any reason remains outstandingLetters of Credit Outstanding, the Borrower shall immediately Cash Collateralize the then Letters of Credit Outstanding. (iiib) if If any Event of Default occurs shall occur and is continuing and be continuing, the Administrative Agent or the Required Revolving Credit Majority Lenders or the Required Lenders, as applicable, may require the Borrower to Cash Collateralize that the L/C Obligations pursuant to Section 8.02(c) or (iv) be Cash Collateralized; provided that, upon the occurrence of an Event of Default set forth under referred to in Section 8.01(f) or (g) occurs and is continuing11.5 with respect to the Borrower, then the Borrower shall immediately Cash Collateralize the Letters of Credit then Outstanding Amount outstanding and no notice or request by or consent from the Majority Lenders shall be required. (c) For purposes of all this Agreement, “Cash Collateralize” shall mean to (i) pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as collateral for the L/C Obligations (Obligations, cash or deposit account balances in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as the amount of the date such Letters of Credit Outstanding required to be Cash Collateralized (the “Required Cash Collateral is providedAmount”) or (ii) if the relevant Issuing Bank benefiting from such collateral shall agree in its reasonable discretion, other forms of credit support (including any backstop letter of credit) in a face amount equal to 105% of the Required Cash Collateral Amount from an issuer reasonably satisfactory to such Issuing Bank, in each case under clause (i) and (ii) above pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term, including “Cash Collateral”, have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityParticipants, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligationsforegoing. 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 benefit of the Borrower. Cash Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts satisfactory to the Administrative Agent, established by and in the name of the Administrative Agent and for Borrower, but under the benefit “control” (as defined in Section 8-104 of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim UCC) of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 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 thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, or (ii) if, as of the 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 Required Revolving Credit Lenders or the Required LendersBorrowers shall, as applicablein each case, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the 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 equal sufficient to cover (i) 103% of all Fronting Exposure of such Outstanding Amount plus Defaulting Lender after giving effect to Section 2.19(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided)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 Collateral Agent. The Borrower Borrowers, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent and the Collateral Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers Issuer and the Revolving Credit Lenders under (including the Revolving Credit FacilitySwing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.18(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower willBorrowers and the relevant Defaulting Lender shall, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.18 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 specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be 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 Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Sections 8.01(a), (f) or (g) or an amount equal to Event of Default (and following application as provided in this Section 2.18 may be otherwise applied in accordance with Section 8.04) and (y) the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of fundsIssuer or Swing Line Lender, if anyas applicable, then held as may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under If Borrower is required to provide cash collateral for any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 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) this Agreement, Borrower will pay to Administrative Agent, for the benefit of Secured Parties, cash or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (Equivalents in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as one hundred three percent (103%) of the date such aggregate of the maximum amount then available to be drawn under each applicable Letter of Credit outstanding for the benefit of the Borrower plus expected Letter of Credit Fees to be earned thereon. Such funds or Cash Equivalents shall be held by Administrative Agent in a cash collateral account (the “Cash Collateral Account”) maintained at a bank or financial institution acceptable to Administrative Agent in its reasonable judgment (including an account at the Administrative Agent if the Administrative Agent is provideda bank or other financial institution capable of maintaining deposits). The Borrower hereby grants Cash Collateral Account shall be (i) in the name of the Borrower, and shall be pledged to, and subject to the control of, Administrative Agent, for the benefit of the L/C Issuers Secured Parties, in a manner satisfactory to Administrative Agent or (ii) if elected by Administrative Agent in its sole discretion, in the name of and owned by Administrative Agent, subject to the Revolving Credit Lenders under exclusive control of Administrative Agent, for the Revolving Credit Facilitybenefit of the Secured Parties. The Borrower hereby pledges and grants to Administrative Agent, on behalf of the Secured Parties, a security interest in all such cash, deposit accounts, funds and Cash Equivalents held in the Cash Collateral Account and all balances therein from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoing that secure Letter of Credit Obligations and other Obligations, whether or not then due, and this Agreement shall constitute a security agreement under applicable Law for this purpose. (ii) If any Letter of its L/C Credit Obligations. The Administrative Agent , whether or not then due and payable, shall have exclusive dominion and controlfor any reason be outstanding on the Commitment Termination Date, including the exclusive right of withdrawalBorrower shall, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the as required by Administrative Agent, either (A) provide cash collateral therefor in the name manner described above, (B) cause all such Letters of the Administrative Agent Credit and for the benefit guaranties and other support thereof to be canceled and returned, or (C) deliver a stand-by letter (or letters) of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested credit in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount guaranty of such funds is less than the L/C ExposureLetter of Credit Obligations, the Borrower willwhich stand-by letter (or letters) of credit shall be of like tenor and duration as, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to one hundred three percent (103%) of the excess aggregate of (a) such L/C Exposure over (b) the total maximum amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines available to be free and clear drawn under, the Letters of any Credit to which such right and claim. Upon the drawing of any outstanding Letter of Credit for which Obligations relate plus expected Letter of Credit Fees to be earned thereon and shall be issued by a Person, and shall be subject to such terms and conditions, as are satisfactory to Administrative Agent in its sole discretion. (iii) From time to time after funds are on deposit deposited in the Cash Collateral Account by Borrower, whether before or after the Commitment Termination Date, Administrative Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, in such order as Cash CollateralAdministrative Agent may elect, as shall be or shall become due and payable by Borrower to Lenders with respect to such Letter of Credit Obligations of Borrower and, upon the satisfaction in full of all Letter of Credit Obligations of Borrower, any such remaining funds shall be returned to the Borrower unless an Event of Default is in existence at such time, in which case such funds shall be appliedapplied to any other Obligations of Borrower then due and payable in the order set forth in Section 2.8. (iv) Neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the funds or Cash Equivalents held in the Cash Collateral Account, except that upon the termination of all Letter of Credit Obligations and the payment of all amounts payable by Borrower to Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be returned 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 Borrower. If such Borrower unless an Event of Default is cured or waived and no other Event of Default is then occurring and continuingin existence at such time, the amount of any Cash Collateral (including any accrued interest thereon) in which case such funds shall be refunded applied to other Obligations when due and owing in the Borrowerorder set forth in Section 2.8 and, if the Termination Date shall have occurred, any remaining amount shall be paid to Borrower or as otherwise required by Law.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) ifIf, as of the Letter of Credit Facility Expiration Maturity Date, there are any L/C Obligation Letter of Credit Obligations, the Borrower shall promptly Cash Collateralize the Letter of Credit Obligations that for any reason remains remain outstanding, . Section 2.16 and Section 5.2 set forth certain additional requirements to deliver Cash Collateral hereunder. (iiib) if If any Event of Default occurs shall occur and is continuing and the Administrative Agent or be continuing, the Required Revolving Class Lenders may require that the Letter of Credit Lenders or Obligations be Cash Collateralized; provided that, upon the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) occurrence of an Event of Default set forth under referred to in Section 8.01(f) or (g) occurs and is continuing11.5, then the Borrower shall immediately Cash Collateralize the Letters of Credit then Outstanding Amount outstanding and no notice or request by or consent from the Required Lenders shall be required. (c) For purposes of all L/C Obligations this Agreement, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Letter of Credit Issuers as collateral for the Letter of Credit Obligations, cash or deposit account balances (“Cash Collateral”) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as 100% of the date 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 Issuers (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such Cash Collateral is provided)terms have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Letter of Credit Issuers and the Revolving Letter of Credit Lenders under the Revolving Credit Facility, Participants a security interest in all such cash, deposit accounts, Cash Collateral Account accounts 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 benefit of the Borrowerforegoing. Cash Collateral shall be maintained in blocked, interest bearing deposit accounts satisfactory to with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C ExposureLetter of Credit Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agentas Cash Collateral, an amount equal to the excess of (ax) such L/C Exposure aggregate outstanding amount over (by) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, Applicable Laws to reimburse the relevant L/C applicable Letter of Credit Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto aggregate outstanding amount of all Letter of Credit Obligations 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition If the reallocation described in Section 2.21(a)(iv) above cannot, or can only partially, be effected, within three (3) Business Day following the written request of the Administrative Agent, the applicable Issuing Bank or the Swingline Lender, the Borrower shall deliver to the Administrative Agent cash collateral (or, in the case of Swingline Exposure, at the Borrower’s election, prepayment ) in an amount sufficient to cover the portion of such Defaulting Lender’s Swingline Exposure and LC Exposure (after giving effect to Section 2.21(a)(iv) and any other provision under this Agreement requiring Cash Collateral cash collateral provided by the Defaulting Lender or pursuant to be providedSection 2.21(a)(ii) from payments made for the account of such Defaulting Lender) for so long as such Swingline Exposure or LC Exposure is outstanding; provided that, (i) if the relevant L/C Issuer has honored Borrower cash collateralizes any full or partial drawing under any Letter portion of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender Defaulting Lender’s LC Exposure pursuant to fulfill its obligations under this clause (c)(iic), the Borrower shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 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 LC Exposure of such Defaulting Lender is reallocated pursuant to Section 2.21(a)(iv) above, (iithen the fees payable to the Lenders pursuant to Sections 2.11(b) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, shall be adjusted to give effect to such reallocation; and (iii) if all or any Event portion of Default occurs and such Defaulting Lender’s LC Exposure is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations neither reallocated nor cash collateralized pursuant to Section 8.02(c2.21(a)(iv) or (ivSection 2.21(c) an Event above, then, without prejudice to any rights or remedies of Default set forth any Issuing Bank or any other Lender hereunder, all participation fees payable under Section 8.01(f2.11(b) 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 with respect to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants Defaulting Lender’s LC Exposure shall be payable to the Administrative Agent, for Issuing Banks (and allocated among them ratably based on the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such 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 benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay Defaulting Lender’s LC Exposure attributable to the Administrative Agent, as additional funds to be deposited and held in the 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 drawing of any Letter Letters of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, issued by each Issuing Bank) until and 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 that such LC 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerreallocated and/or cash collateralized.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Revolving Loans has been accelerated, Revolving Lenders with Letter of Credit Lenders or Usage representing greater than 50% of the Required Lenders, as applicable, require total Letter of Credit Usage) demanding the Borrower to deposit of Cash Collateralize the L/C Obligations Collateral pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingthis paragraph, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit 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). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash equal to the Agreed L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account Amount plus any accrued and all balances therein unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and all proceeds 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 Section 7.01(h) or (i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the foregoing that secure any obligations of its L/C Obligationsthe Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent to reimburse the Issuing Bank for any disbursements under Letters of Credit made by it and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted 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 Revolving Loans has been accelerated (but subject to the consent of Revolving Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), be applied to satisfy other obligations of the Borrower under applicable Lawthis Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to 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 not applied 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, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within five Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) Upon the occurrence and during the continuance of any Event of Default, at the request of the Administrative Agent, (A) if the relevant L/C Issuer an Issuing Bank has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause Borrowing, or (c)(ii) above, (iiB) if, as of the Letter of Credit Facility Expiration DateDate (or, if the expiry date of such Letter of Credit is after the Letter of Credit Expiration Date (as may be agreed by the Lenders in accordance with Section 2.01(c)(i)), as of such later expiry date), any L/C Obligation Letter of Credit for any reason remains outstandingoutstanding and partially or wholly undrawn, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately 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 of such L/C Borrowing or the Letter of Credit Expiration Date (or such later date as may be agreed by the Lenders in accordance with Section 2.01(c)(i)), as the case may be). (ii) At the request of the Administrative Agent (the Administrative Agent hereby agreeing to make such request upon a request from any Issuing Bank), if (A) there is at any time a Defaulting Lender, and (B) (I) one or more Letters of Credit are then outstanding or (II) an Issuing Bank has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing that is then outstanding, then, in any such case, the Borrower shall immediately (x) repay to each Issuing Bank such Defaulting Lender’s Pro Rata Share of such L/C Borrowing, together with accrued interest thereon through the date of such repayment and (y) Cash Collateral is provided). Collateralize such Defaulting Lender’s Pro Rata Share of the aggregate undrawn amount of all outstanding Letters of Credit. (iii) The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers each Issuing Bank and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, accounts and all balances held in the 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 benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 claimforegoing. 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 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowereach Issuing Bank.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, If (ix) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or Lenders holding more than 50% of the Required Revolving Credit Lenders or total LC Exposure demanding the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations deposit of cash collateral pursuant to Section 8.02(c) this paragraph, or (ivy) an Event the maturity of Default set forth under Section 8.01(f) or (g) occurs and is continuingthe Revolving Loans has been accelerated, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit 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). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers applicable Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the Revolving Credit Lenders under obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the Revolving Credit Facility, a security interest occurrence of any Event of Default with respect to the Borrower described in all such cash, paragraph (h) or (i) of Article 8. Such deposit accounts, Cash Collateral Account shall be held by the Administrative Agent as collateral for the payment and all balances therein and all proceeds performance of the foregoing that secure any obligations of its L/C Obligationsthe 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 invest the same, provided, however, 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 for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 Lawfollows: first, to reimburse the relevant L/C IssuerIssuing Bank for LC Disbursements for which it has not been reimbursed, second, if there be any excess, to be held for the satisfaction of the reimbursement obligations (contingent or otherwise) of the Borrower for the LC Exposure at such time, third, if there be any excess, to reduce the Revolving Credit Exposure 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. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount and any interest thereon (to the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long not applied 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, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be providedUpon the request of the Administrative Agent, (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the 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 Required Revolving Credit Lenders or the Required LendersBorrowers shall, as applicablein each case, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 105% of such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date of such Cash Collateral is providedL/C Borrowing or the Letter of Credit Expiration Date, as the case may be). The Borrower hereby grants 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 Administrative Collateral Agent, for the benefit of the L/C Issuers Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the 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 Lenders under Borrowers hereby grant to the Collateral Agent, for the benefit of the L/C Issuer and the Dollar Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts 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 benefit of the Borrowerforegoing. Cash Collateral shall be maintained in blocked deposit accounts satisfactory to with the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent or the Collateral Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Collateral Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than 105% of the aggregate Outstanding Amount of all L/C ExposureObligations, the Borrower Revolving Credit Borrowers will, forthwith upon demand by the Administrative Collateral Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the deposit accounts specified by with the Administrative AgentCollateral Agent as aforesaid, an amount equal to the excess of (a) 105% of such L/C Exposure aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably or the Collateral Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Lawlaw, 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, If (ix) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Credit Lenders or demanding the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations deposit of cash collateral pursuant to Section 8.02(c) this paragraph, or (ivy) an Event the maturity of Default set forth under Section 8.01(f) or (g) occurs and is continuingthe Revolving Loans has been accelerated, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit 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). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers applicable Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the Revolving Credit Lenders under obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the Revolving Credit Facility, a security interest occurrence of any Event of Default with respect to the Borrower described in all such cash, paragraph (h) or (i) of Article 8. Such deposit accounts, Cash Collateral Account shall be held by the Administrative Agent as collateral for the payment and all balances therein and all proceeds performance of the foregoing that secure any obligations of its L/C Obligationsthe 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 invest the same, provided, however, 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 for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 Lawfollows: first, to reimburse the relevant L/C IssuerIssuing Bank for LC Disbursements for which it has not been reimbursed, second, if there be any excess, to be held for the satisfaction of the reimbursement obligations (contingent or otherwise) of the Borrower for the LC Exposure at such time, third, if there be any excess, to reduce the Revolving Credit Exposure 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. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount and any interest thereon (to the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long not applied 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, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) ifIf, as of the Letter of Credit Facility Expiration Maturity Date, there are any L/C Obligation Letter of Credit Obligations, the Borrower shall promptly (and in any event not later than the following Business Day) Cash Collateralize the Letter of Credit Obligations that for any reason remains remain outstanding. Section 2.16 and Section 5.2 set forth certain additional circumstances under which Cash Collateral may be, or is required to be, delivered hereunder. (iiib) if If any Event of Default occurs shall occur and is continuing and the Administrative Agent or be continuing, the Required Revolving Credit Lenders or may require that the Required LendersLetter of Credit Obligations be Cash Collateralized; provided that, as applicable, require upon the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) occurrence of an Event of Default set forth under referred to in Section 8.01(f) or (g) occurs and is continuing11.5, then the Borrower shall immediately Cash Collateralize the Letters of Credit then Outstanding Amount outstanding and no notice or request by or consent from the Required Lenders shall be required. (c) For purposes of all L/C this Agreement, “Cash Collateralize” means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the Letter of Credit Issuer collateral for the Letter of Credit Obligations cash or deposit account balances (“Cash Collateral”) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as 102% of the date 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 Cash Collateral is provided)terms have corresponding meanings. The Borrower hereby grants to the Administrative Collateral Agent, for the benefit of the L/C Issuers Letter of Credit Issuer and the Revolving Letter of Credit Lenders under the Revolving Credit FacilityParticipants, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts 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 benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionforegoing. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf Collateral Agent, the Letter of Credit Issuer or the Secured Parties) Letter of Credit Participants, other than any Liens permitted under Section 10.2, or that the total amount of such funds Cash Collateral is less than the L/C Exposureamount required to be delivered as described above, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentCollateral Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. Cash Collateral shall be maintained in blocked, as additional funds to be deposited and held in the interest bearing deposit accounts specified by with the Administrative Collateral 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 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 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 thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, the event that (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) shall occur and be continuing or (gii) occurs and is continuingany Letters of Credit are outstanding on or after the tenth Business Day prior to the Maturity Date (or any LC Disbursements remain unreimbursed on or after such date), then the Borrower shall Cash Collateralize deposit with the then Outstanding Amount Administrative Agent in immediately available funds on the Business Day on which it receives notice from the Administrative Agent or Required Lenders demanding the deposit of all L/C Obligations cash collateral in the case of clause (i), or on or before the tenth Business Day prior to the Maturity Date in the case of clause (ii), an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined the Required Deposit Amount, which amount shall be held by the Administrative Agent as of the date such Cash Collateral is provided). The Borrower hereby grants cash collateral pursuant to a cash collateral agreement in form and substance satisfactory to the Administrative AgentAgent and the Issuing Bank to secure the Borrower’s reimbursement obligations with respect to LC Disbursements; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in clause (h) or (i) of Article 8. Such deposit shall be held by the Administrative Agent as collateral for the benefit payment and performance of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds obligations of the foregoing that secure any of its L/C ObligationsBorrower under this Credit Agreement. 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 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 for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted 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 applicable Lawthis Credit Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to reimburse the relevant L/C Issuer. To the extent not applied as aforesaid) shall be returned to the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event Borrower within three Business Days after all Events of Default has occurred and is continuing, the excess shall be refunded to the Borrowerhave been cured or waived. If such Event the Borrower is required to provide cash collateral hereunder as a result of Default is cured or waived and no other Event clause (ii) of Default is then occurring and continuingthe first sentence of this subsection, the amount of any Cash Collateral thereof (including any accrued interest thereonto the extent not applied as aforesaid) shall be refunded returned to the BorrowerBorrower when the LC Exposure is zero and all Letters of Credit shall have been returned to the Issuing Bank and shall have been cancelled.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if If the relevant L/C Issuer has honored reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any full right or partial drawing remedy available to it hereunder or under any Letter of Credit and such drawing has resulted law, Cash Collateralize the applicable Issuing Bank’s Fronting Exposure in an L/C Borrowing for reasons other than accordance with the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, procedures set forth in this subsection. (ii) ifAt any time that there shall exist a Defaulting Lender, as within two (2) Business Days following the written request of the 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 Required Revolving Credit Lenders or applicable Issuing Bank (with a copy to the Required LendersAdministrative Agent), as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize such Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the then Outstanding Amount of all L/C Obligations immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount equal not less than the aggregate Fronting Exposure of such Issuing Bank with respect to the applicable Letters of Credit issued and outstanding at such Outstanding Amount plus time. (iii) The Borrower, and to the extent provided by any accrued or unpaid fees thereon determined as of the date Defaulting Lender, such Cash Collateral is provided). The Borrower Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the L/C Issuers applicable Issuing Bank, and the Revolving Credit Lenders under the Revolving Credit Facilityagree to maintain, a first priority security interest in all such 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 as security for the benefit Defaulting Lenders’ obligation to fund participations in respect of the Borrower. Cash Collateral shall Letter of Credit Liabilities, to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionimmediately following clause (iv). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) and such Issuing Bank as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposure of such Issuing Bank with respect to the applicable Letters of Credit issued and outstanding at such time, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Liabilities (including, as additional funds 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. (v) Cash Collateral (or the appropriate portion thereof) provided to reduce the applicable Issuing Bank’s Fronting Exposure shall no longer be required to be deposited and held in the 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 pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Credit Lender), or (y) the determination by 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 Issuing Bank that there exists excess Cash Collateral; provided that, subject to the immediately preceding subsection (b), the Person providing Cash Collateral and such funds Issuing Bank may (but shall not be obligated to) agree that Cash Collateral shall be applied, held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the 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 security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition Upon the request of the Administrative Agent or any L/C Issuer (with a copy to any other provision under this Agreement requiring Cash Collateral to be provided, the Administrative Agent) (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation Letter of Credit may for any reason remains outstandingremain outstanding and partially or wholly undrawn, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to one hundred and two percent (102%) of such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the 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 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 is providedwithin 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 (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account 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 that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrowerobligations to which Cash Collateral may be applied. Cash Collateral collateral shall be maintained in blocked, non-interest bearing deposit accounts satisfactory to the Administrative Agent, in the name at Bank of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionAmerica. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of as herein provided which has priority over the Secured Parties) Administrative Agent’s claim, or that the total amount of such funds Cash Collateral is less than the L/C Exposureamount required by this Section, Section 2.06 or 2.15(f), as applicable, the Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Agreement in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be deposited and held provided for herein. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or payment in full of all other obligations giving rise thereto (including by the deposit accounts specified by termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi)); or (ii) the Administrative Agent’s determination that there exists excess Cash Collateral; provided, an amount equal to the excess of (a) such L/C Exposure over (b) the total amount of fundshowever, if any, then held as that Cash Collateral that furnished by or on behalf of the Administrative Agent reasonably determines to Borrower shall not be free and clear released during the continuance of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other an Event of Default has occurred (and is continuingfollowing application as provided in this Section 2.06, the excess shall in Section 2.15(f) or Section 2.17, as applicable, may 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerotherwise applied in accordance with Section 8.03).

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Parent Borrower to Cash Collateralize or Backstop the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Parent Borrower shall Cash Collateralize or Backstop 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). The Parent Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such 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 benefit of the Parent Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Parent Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 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 thereon) shall be refunded to the Parent Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored At any 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 time that there shall exist a Defaulting Lender that is a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveLender, (ii) if, as within one Business Day following the written request of the 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 Required Revolving Credit Lenders or Issuing Bank (with a copy to the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(cAdministrative Agent) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations Issuing Bank’s LC Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.26(b)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount equal not less than 105% of the Issuing Bank’s LC Exposure with respect to such Outstanding Amount plus Defaulting Lender. (ii) The Borrower, and to the extent provided by any accrued or unpaid fees thereon determined as of the date Defaulting Lender, such Cash Collateral is provided). The Borrower Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Issuing Bank, and the Revolving Credit Lenders under the Revolving Credit Facilityagrees to maintain, a first priority security interest in all such 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 as security for the benefit obligations of the Borrower. Cash Collateral shall Defaulting Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit, to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionclause (iii) below. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Bank as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureminimum amount required pursuant to clause (i) above, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent 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 2.26(a) or Section 2.26(b) in respect of Letters of Credit shall be applied to the satisfaction of the obligations of Defaulting Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit or LC Disbursements (including, as additional funds 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 any Issuing Bank’s LC Exposure shall no longer be required to be deposited and held in the 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 pursuant to this Section 2.26(a) following (A) the elimination of the applicable LC Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (B) the determination by 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 Issuing Bank that there exists excess Cash Collateral; provided that, such funds subject to Sections 2.26(b) through 2.26(d) the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be applied, held to support future anticipated LC Exposure or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the 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 security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Revolving Credit Loans has been accelerated, Revolving Lenders or with LC Exposure representing greater than 50% of the Required Lenders, as applicable, require total LC Exposure) demanding the Borrower to Cash Collateralize the L/C Obligations deposit of cash collateral pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingthis paragraph, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit 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). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest an amount in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds cash equal to 105% of the foregoing LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that secure the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of its L/C Obligationsany Event of Default described in Section 8.1(h) or Section 8.1(i). Such deposit shall be held by the Administrative Agent as collateral 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 of withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same, provided that, at the request of the Borrower, 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 for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted 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 Revolving Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under applicable Lawthis Credit Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to 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 not applied 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, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize or Backstop 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). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such 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 benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 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 thereon) shall be refunded to the Borrower.

Cash Collateral. In addition (a) If at any time a Bank becomes a Defaulting Bank, within one Business Day following the written request of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent), such Defaulting Bank shall Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Bank in an amount not less than the applicable Fronting Exposure. At any other provision under this Agreement requiring time that there shall exist a Defaulting Bank, within one Business Day following the written request of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent), the Company shall Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Bank (determined after giving effect to subsection 2.24(a)(iv) and any Cash Collateral to be provided, (iprovided by such Defaulting Bank) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other amount not less than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) ifapplicable Fronting Exposure. If, as of the Letter termination of Credit Facility Expiration Datethe Commitments hereunder, any L/C LOC Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Company shall immediately Cash Collateralize all outstanding LOC Obligations. (b) The Company, and to the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingextent provided by any Defaulting Bank, 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). The Borrower Defaulting Bank, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Issuing Lenders, and the Revolving Credit Lenders under the Revolving Credit Facilityagrees to maintain, a first priority security interest in all such 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 as security for the benefit of the Borrower. obligations to which such Cash Collateral shall was required to be maintained in accounts satisfactory furnished, to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to subsection 2.26(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Lenders as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposures or the LOC Obligations with respect to any Issuing Lender as the case may be, the Borrower Company will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Bank). (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under subsection 2.24 or this subsection 2.26 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific LOC Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Bank, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (d) Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Lender’s Fronting Exposure shall no longer be required to be deposited and held in the 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 pursuant to this subsection 2.26 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Bank status of the applicable Bank) or (ii) the determination by the Administrative Agent reasonably determines to be free and clear of any each Issuing Lender that there exists excess Cash Collateral, and upon demand by the Person providing such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the 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, the amount of any Cash Collateral (including any accrued interest thereonor the appropriate portion thereof) shall be refunded returned to such Person; provided that, subject to subsection 2.24, the BorrowerPerson providing Cash Collateral and each Issuing Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingshall, then the Borrower shall in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to such Outstanding Amount plus cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). (b) 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 Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, each applicable L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, and agrees to maintain, a first priority security interest in all such Cash Collateral (including cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in 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 foregoing) as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or 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 specific L/C Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, an amount equal 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 in this Section 2.15 may be otherwise applied in accordance with Section 8.04), and (y) subject to Section 2.16, the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of funds, if any, then held as Issuer may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, or (ii) if, as of the 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 Required Revolving Credit Lenders or the Required LendersBorrowers shall, as applicablein each case, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the 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 equal sufficient to cover (i) 103% of all Fronting Exposure of such Outstanding Amount plus Defaulting Lender after giving effect to Section 2.17(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided)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 Collateral Agent. The Borrower Borrowers, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent and the Collateral Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers Issuer and the Revolving Credit Lenders under (including the Revolving Credit FacilitySwing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower willBorrowers and the relevant Defaulting Lender shall, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 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 specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be 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 Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Sections 8.01(a), (f) or (g) or an amount equal to Event of Default (and following application as provided in this Section 2.16 may be otherwise applied in accordance with Section 8.04) and (y) the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of fundsIssuer or Swing Line Lender, if anyas applicable, then held as may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, the event that (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) shall occur and be continuing or (gii) occurs and is continuingany Letters of Credit are outstanding on or after the tenth Business Day prior to the Maturity Date (or any LC Disbursements remain unreimbursed on or after such date), then the Borrower shall Cash Collateralize deposit with the then Outstanding Amount Administrative Agent in immediately available funds on the Business Day on which it receives notice from the Administrative Agent or Required Lenders demanding the deposit of all L/C Obligations cash collateral in the case of clause (i), or on or before the tenth Business Day prior to the Maturity Date in the case of clause (ii), an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to Required Deposit Amount, which amount shall be held by the Administrative Agent, Agent for the benefit of the L/C Issuers Lenders as cash collateral pursuant to a cash collateral agreement in form and substance satisfactory to the Administrative Agent and the Revolving Credit Lenders under Issuing Bank to secure the Revolving Credit FacilityBorrower’s reimbursement obligations with respect to LC Disbursements; provided that the obligation to deposit such cash collateral shall become effective immediately, a security interest and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in all such cash, clause (i) or (j) of Article 8. Such deposit accounts, Cash Collateral Account shall be held by the Administrative Agent as collateral for the payment and all balances therein and all proceeds performance of the foregoing that secure any obligations of its L/C Obligationsthe Borrower under this Agreement. 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 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 for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted 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 applicable Lawthis Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to reimburse the relevant L/C Issuer. To the extent not applied as aforesaid) shall be returned to the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event Borrower within three Business Days after all Events of Default has occurred and is continuing, the excess shall be refunded to the Borrowerhave been cured or waived. If such Event the Borrower is required to provide cash collateral hereunder as a result of Default is cured or waived and no other Event clause (ii) of Default is then occurring and continuingthe first sentence of this subsection, the amount of any Cash Collateral thereof (including any accrued interest thereonto the extent not applied as aforesaid) shall be refunded returned to the BorrowerBorrower when the LC Exposure is zero and all Letters of Credit shall have been returned to the Issuing Bank and shall have been cancelled.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored At any 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 time that there shall exist a Defaulting Lender that is a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveLender, (ii) if, as within one Business Day following the written request of the 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 Required Revolving Credit Lenders or LC Issuer (with a copy to the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(cAdministrative Agent) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations LC Issuer’s LC Outstandings with respect to such Defaulting Lender (determined after giving effect to Section 2.18(b)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount equal not less than 103% of the LC Issuer’s LC Outstandings with respect to such Outstanding Amount plus Defaulting Lender. (ii) The Borrower, and to the extent provided by any accrued or unpaid fees thereon determined as of the date Defaulting Lender, such Cash Collateral is provided). The Borrower Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers LC Issuer, and the Revolving Credit Lenders under the Revolving Credit Facilityagrees to maintain, a first priority security interest in all such 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 as security for the benefit obligations of the Borrower. Cash Collateral shall Defaulting Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit, to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionclause (iii) below. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) LC Issuer as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureminimum amount required pursuant to clause (i) above, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent 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 2.18(a) or 2.18(b) in respect of Letters of Credit shall be applied to the satisfaction of the obligations of Defaulting Lenders that are Revolving Lenders to fund participations in respect of Letters of Credit or LC Disbursements (including, as additional funds 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 any LC Issuer’s LC Outstandings shall no longer be required to be deposited and held in the 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 pursuant to this Section 2.18(a) following (A) the elimination of the applicable LC Outstandings (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (B) the determination by 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 LC Issuer that there exists excess Cash Collateral; provided that, such funds subject to Sections 2.18(b) through 2.18(d) the Person providing Cash Collateral and each LC Issuer may agree that Cash Collateral shall be applied, held to support future anticipated LC Outstandings or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the 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 security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) ifIf, as of the Letter of Credit Facility Expiration Maturity Date, there are any L/C Obligation Letter of Credit Obligations, the Borrower shall promptly Cash Collateralize the Letter of Credit Obligations that for any reason remains remain outstanding, . Section 2.16 and Section 5.2 set forth certain additional requirements to deliver Cash Collateral hereunder. (iiib) if If any Event of Default occurs shall occur and is continuing and the Administrative Agent or be continuing, the Required Revolving Class Lenders may require that the Letter of Credit Lenders or Obligations be Cash Collateralized; provided that, upon the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) occurrence of an Event of Default set forth under referred to in Section 8.01(f) or (g) occurs and is continuing11.5, then the Borrower shall immediately Cash Collateralize the Letters of Credit then Outstanding Amount outstanding and no notice or request by or consent from the Required Revolving Class Lenders shall be required. (c) For purposes of all L/C Obligations this Agreement, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Letter of Credit Issuers as collateral for the Letter of Credit Obligations, cash or deposit account balances (“Cash Collateral”) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as 100% of the date 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 Cash Collateral is provided)terms have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Letter of Credit Issuers and the Revolving Letter of Credit Lenders under the Revolving Credit Facility, Participants a security interest in all such cash, deposit accounts, Cash Collateral Account accounts 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 benefit of the Borrowerforegoing. Cash Collateral shall be maintained in blocked, interest bearing deposit accounts satisfactory to with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C ExposureLetter of Credit Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agentas Cash Collateral, an amount equal to the excess of (ax) such L/C Exposure over aggregate outstanding amount minus (by) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable LawApplicable Laws, to reimburse the relevant L/C applicable Letter of Credit Issuer. To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto aggregate outstanding amount of all Letter of Credit Obligations 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) Upon the request of the Administrative Agent, (A) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause Borrowing, or (c)(ii) above, (iiB) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingshall, then the Borrower shall in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. (ii) In addition, if the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations (at such time exceeds the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall Cash Collateralize the L/C Obligations in an amount equal to such the amount by which the Outstanding Amount plus of all L/C Obligations exceeds the Letter of Credit Sublimit. (iii) The Administrative Agent may, at any accrued 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. (iv) Sections 2.05 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 9.02(c), “Cash Collateralize” means to pledge and deposit with or unpaid fees thereon determined as deliver to the Administrative Agent, for the benefit of the date L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (collectively, “Cash Collateral”) pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such Cash Collateral is provided)term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts 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 benefit of the Borrowerforegoing. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agentblocked, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the non-interest bearing deposit accounts specified by the Administrative Agent, an amount equal to the excess at Bank 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 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 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 thereon) shall be refunded to the BorrowerAmerica.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs and is continuing and the Administrative Agent Agents or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower Company to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c8.02(a)(iii) or (ivii) an Event of Default set forth under Section 8.01(f) (with respect to the Company) or (g) occurs and is continuing, then the Borrower Company 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 Revolving Facility Administrative Agent, for the benefit of the relevant 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 substance reasonably satisfactory to the 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 Borrower Company hereby grants to the Revolving Facility Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligationsforegoing. 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 for the benefit of the Borroweraccount. 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 benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Revolving Facility Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Revolving Facility Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower Company will, forthwith upon demand by the Revolving Facility Administrative Agent, pay 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 reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the 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 BorrowerCompany. 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 thereon) shall be refunded to the BorrowerCompany.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if Upon the relevant L/C Issuer has honored any full or partial drawing under any Letter request of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) Administrative Agent if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall promptly Cash Collateralize the then Outstanding Amount of all L/C Obligations Obligations. (in an amount equal ii) Sections 2.12(d) and 7.01 set forth certain additional requirements to such Outstanding Amount plus any accrued deliver Cash Collateral hereunder. For purposes of this Section 2.05, Section 2.12(d) and Section 7.01, “Cash Collateralize” means to pledge and deposit with or unpaid fees thereon determined as deliver to the Administrative Agent, for the benefit of the date L/C Issuer and the Revolving Facility 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 Issuer (which documents are hereby consented to by the Lenders). Derivatives of such Cash Collateral is provided)term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityFacility Lenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any foregoing. Except as otherwise agreed to by the Administrative Agent, Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at JPMorgan. Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of its the L/C Obligations. The Administrative Collateral 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 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, 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 a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to this Section 2.05 or Section 2.12(d), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower upon demand; provided that, after giving effect to such return, (i) the aggregate amount of Revolving Facility Credit Exposure shall not exceed the amount of Revolving Facility Commitments and (ii) no Event of Default shall have occurred and be continuing. If the Borrower is required to deposit an amount of cash collateral hereunder pursuant to Section 2.12(d) interest or profits thereon (to the extent not applied as aforesaid) shall be returned to the Borrower after the full amount of such deposit has been applied by the Collateral Agent to reimburse the L/C Issuer for drawings under Letters of Credit. The Borrower hereby pledges and assigns to the Collateral Agent, for its benefit and the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by cash collateral account established hereunder (and all monies and investments held therein) to secure the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the 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 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 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 thereon) shall be refunded to the BorrowerObligations.

Cash Collateral. In addition If the Borrower is required pursuant to the terms of this Agreement or any other provision under this Agreement requiring Loan Document to Cash Collateral to be providedCollateralize any LC Obligations, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted Borrower shall deposit in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 account with the Administrative Agent or the 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount in cash equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as 100% of the date amount of such Cash Collateral is provided)LC Obligations. The Borrower hereby grants to Such deposit shall be held by the Administrative Agent, Agent as collateral for the benefit payment and performance of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C 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) the Administrative Agent shall not be required to make any 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 be subjected to a first priority perfected security interest in favor of the Administrative 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 Administrative Agent. The Borrower shall indemnify the Administrative Agent for any losses relating to such investments in Cash Equivalents. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Lender immediately for drawings under Letters of Credit and, if the benefit maturity of the Revolving Credit Lenders under Loans has been accelerated, to satisfy the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionLC Obligations. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject Borrower is required to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total provide an amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, cash collateral hereunder as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, a result of an amount equal to the excess Event 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 drawing of any Letter of Credit for which funds are on deposit as Cash CollateralDefault, such funds shall be applied, amount (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 not applied 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, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded 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 shall be returned to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if If the relevant L/C Issuer has honored any full or partial prepayment of the amount available for drawing under any Letter or all outstanding Letters of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender is required under Section 8.1, or if Cash Collateral is required to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 Required Revolving Credit Lenders or the Required Lenders, as applicable, require be provided by the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing2.23, then the Borrower shall Cash Collateralize forthwith pay in cash the then Outstanding Amount of all L/C Obligations (amount required to be so prepaid or provided, to be held by the Administrative Agent, in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined its capacity as of the date such Cash Collateral is providedAgent, as provided in Section 8.2(b). The Borrower hereby grants to the Administrative Agent, Agent for the benefit of the L/C Issuers Issuing Lenders, the Lenders (including the Swing Line Lender) and the Revolving Credit Lenders under the Revolving Credit FacilityAdministrative Agent, and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of as security for the foregoing that secure any of its L/C Obligations and other Collateralized 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 benefit of the Borrower. Cash Collateral shall to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionSection 8.2(b). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent Agent, the Lenders (on behalf of including the Secured PartiesSwing Line Lender) and the Issuing Lenders as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureamount required hereunder, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent, as Agent additional funds Cash Collateral in an amount sufficient to eliminate such adverse claim or deficiency. (b) All amounts prepaid or provided pursuant to Section 8.2(a) shall be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal in its capacity as Collateral Agent, in a separate collateral account (such account, and the credit balances, properties and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing, being collectively called the “Collateral Account”) as security for, and for application to, the Swing Line Loans and the Reimbursement Obligations under any Letter of Credit then or thereafter paid by any Issuing Lender, and, with respect to other amounts prepaid as required under Section 8.1, to the excess payment of the unpaid balance of any other Loans and all other due and unpaid Obligations (acollectively, the “Collateralized Obligations”). The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent, in its capacity as Collateral Agent, for the benefit of the Issuing Lenders, the Administrative Agent, and the Lenders (including the Swing Line Lender), as pledgee hereunder. If and when requested by the Borrower, the Collateral Agent shall invest and reinvest funds held in the Collateral Account from time to time in Cash Equivalents specified from time to time by the Borrower, provided that (i) interest earned on such investments shall accumulate as part of the Cash Collateral and be retained in the Collateral Account, (ii) other than interest earned on such investments, such Cash Collateral shall not otherwise bear interest, and (iii) the Collateral Agent is irrevocably authorized to sell on market terms any investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to Collateralized Obligations due and owing from the Borrower to any Issuing Lender, the Administrative Agent, or any Lender (including the Swing Line Lender). With respect to amounts prepaid by the Borrower as required under Section 8.1, when and if (A) (i) the Borrower shall have made payment of all Collateralized Obligations then due and payable, and (ii) all relevant preference or other disgorgement periods relating to the receipt of such payments have passed, or (B) no Default or Event of Default shall be continuing, the Collateral Agent shall repay to the Borrower any remaining amounts and assets held in the Collateral Account, provided that if the Collateral Account is being released pursuant to clause (A) and any Letter of Credit then remains outstanding, the Borrower, prior to or contemporaneously with such release, shall make arrangements with respect to such outstanding Letters of Credit in the manner described in the first sentence of this Section 8.2(b). With respect to amounts provided by the Borrower pursuant to the Cash Collateralization requirements of Section 2.23, when and if the applicable Defaulting Lender’s L/C Exposure over is no longer outstanding (b) including by the total amount termination of funds, if anythe Defaulting Lender status of the applicable Lender as provided herein), then held as the Collateral Agent shall release and deliver to the Borrower (or other Person lawfully entitled thereto) such Cash Collateral that the Administrative Agent reasonably determines to be free and clear amount or applicable portion thereof (after application of any such right and claim. Upon amounts as provided in Section 2.23) upon the drawing written request 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 Borrower. If In addition, if the aggregate amount on deposit with the Collateral Agent representing amounts prepaid pursuant to Section 8.2(a) exceeds the Collateralized Obligations then existing, then the Collateral Agent shall release and deliver such Event excess amount to the Borrower (or other Person lawfully entitled thereto) upon the written request 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 thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if If the relevant L/C Issuer has honored reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any full right or partial drawing remedy available to it hereunder or under law, Cash Collateralize any Letter of Credit and such drawing has resulted Issuing Bank’s Fronting Exposure in an L/C Borrowing for reasons other than accordance with the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, procedures set forth in this subsection. (ii) ifAt any time that there shall exist a Defaulting Lender that is a Revolving Lender, within 2 Business 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 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 Required Revolving Credit Lenders or applicable Issuing Bank (with a copy to the Required LendersAdministrative Agent), as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize such Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the then Outstanding Amount of all L/C Obligations immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount equal not less than the aggregate Fronting Exposure of such Issuing Bank with respect to Letters of Credit issued and outstanding at such Outstanding Amount plus time. (iii) The Borrower, and to the extent provided by any accrued or unpaid fees thereon determined as of the date Defaulting Lender that is a Revolving Lender, such Cash Collateral is provided). The Borrower Defaulting Lender, hereby grants grant to the Administrative Agent, for the benefit of the L/C Issuers each Issuing Bank, and the Revolving Credit Lenders under the Revolving Credit Facilityagree to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds as security for the obligation of the foregoing Defaulting Lenders that secure any are Revolving Lenders to fund participations in respect of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlLetter of Credit ▇▇▇▇▇▇▇▇▇▇▇, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionimmediately following clause (iv). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Banks as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposure of the Issuing Banks with respect to Letters of Credit issued and outstanding at such time, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender that is a Revolving Lender). (iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Liabilities (including, as additional funds 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. (v) Cash Collateral (or the appropriate portion thereof) provided to reduce an Issuing Bank’s Fronting Exposure shall no longer be required to be deposited and held in the 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 pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (y) the determination by 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 applicable Issuing Bank that there exists excess Cash Collateral; provided that, such funds subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the applicable Issuing Bank may (but shall not be obligated to) agree that Cash Collateral shall be applied, held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the 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 security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition (i) With respect to the prepayment of unmatured Bankers’ Acceptances it is agreed that the Company or other applicable Borrower shall provide for the funding in full of the unmatured Bankers’ Acceptances to be prepaid by paying to and depositing with the Canadian Facility Agent Tranche 2 Cash Collateral for each such unmatured Bankers’ Acceptances equal to the face 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 other provision under this Agreement requiring such Tranche 2 Cash Collateral to such maturing Bankers’ Acceptances. Any such Tranche 2 Cash Collateral created herein shall not be released to the Company or applicable Borrower without the consent of the Tranche 2 Lenders; provided, (ihowever, 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) if hereunder with respect to all Bankers’ Acceptances prepaid prior to maturity, any interest or other proceeds of such Tranche 2 Collateral remains, such interest or other proceeds shall be promptly paid and transferred by the relevant L/C Issuer has honored any full Canadian Facility Agent to the Company 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveapplicable Borrower, so long as no Default exists. (ii) ifIf 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 Letter 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 Credit 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 Expiration DateAgent 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 L/C Obligation for any reason remains outstandingexcess 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) if any Event of Default occurs As used herein, “Tranche 2 Cash Collateral” means cash or deposit account balances pledged and is continuing and the Administrative Agent deposited with or the 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 (iv) an Event of Default set forth under Section 8.01(f) 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). The Borrower hereby grants delivered to the Administrative Canadian Facility Agent, for the benefit of the L/C Issuers Tranche 2 Lenders, by the Company or other applicable Borrower as collateral for the Tranche 2 Loans and Canadian Swing Line Loans, pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Revolving Credit Lenders under Canadian Facility Agent (which documents are hereby consented to by the Revolving Credit FacilityTranche 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 security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligationsforegoing. 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 benefit of the Borrower. Tranche 2 Cash Collateral pursuant to this Section 2.05(p) shall be maintained in blocked deposit accounts satisfactory to at the Administrative Canadian Facility Agent, in bearing interest at rates prevailing at the name time of deposit for the account of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right Company or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 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 thereon) shall be refunded to the Borrower.

Cash Collateral. In addition If the Borrower is required pursuant to the terms of this Agreement or any other provision under this Agreement requiring Loan Document to Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, Collateralize any L/C Obligation for any reason remains outstandingObligations, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require 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 Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event as of Default set forth under Section 8.01(f) 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 date plus any accrued or and unpaid interest and fees thereon determined thereon. Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the date such Cash Collateral is provided). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such 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 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) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any 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 shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower, subject to the provisions contained in this Section 2.05(i). Cash Collateral Moneys in such account shall be maintained in accounts satisfactory applied by the Collateral Agent to reimburse the L/C Issuer immediately for drawings under the applicable Letters of Credit and, 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 a result of an Event of Default, such amount (to the Administrative extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to this Section 2.05 or Section 2.09(c)(i), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower upon demand; provided that, after giving effect to such return, (i) the aggregate Revolving Outstandings would not exceed the Revolving Committed Amount and (ii) no Event of Default shall have occurred and be continuing. If the Borrower is required to deposit an amount of cash collateral hereunder pursuant to Section 2.09(c)(i), (ii), (iii), (iv) or (v) interest or profits thereon (to the extent not applied as aforesaid) shall be returned to the Borrower after the full amount of such deposit has been applied by the Collateral Agent to reimburse the L/C Issuer for drawings under Letters of Credit. The Borrower hereby pledges and assigns to the Collateral Agent, in the name of the Administrative Agent for its benefit and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Finance Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by cash collateral account established hereunder (and all monies and investments held therein) to secure the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the 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 drawing of any Letter of Senior 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 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 thereon) shall be refunded to the BorrowerObligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if Upon the relevant L/C Issuer has honored any full request of the Administrative Agent 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 Revolving Credit applicable Issuing Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of three Business Days prior to the Letter of Credit Facility Expiration Revolving Termination 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 Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations otherwise required pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing8.1, then the Borrower shall shall, in each case, immediately Cash Collateralize the then Outstanding Amount outstanding amount of all L/C Obligations (in an amount equal not less than the Minimum Collateral Amount. At any time that there shall exist a Defaulting Lender, immediately upon the written request of the Administrative Agent or any applicable Issuing Lender or Swingline Lender (in each case, with a copy to the Administrative Agent), the Borrower shall Cash Collateralize all Fronting Exposure of such Issuing Lender or Swingline Lender, as applicable, with respect to such Outstanding Amount plus Defaulting Lender (determined after giving effect to Section 2.26(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided)provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (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. The Borrower and, to the extent provided by any Lender, such Lender, hereby grants to (and subject to the control of) the Administrative Agent, for the benefit of the L/C Issuers Administrative Agent, the applicable Issuing Lenders and the Revolving Credit applicable Lenders under (including the Revolving Credit Facilityapplicable Swingline Lenders), and agrees to maintain, a first priority security interest in all such cashCash Collateral, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to paragraph (c) of this Section. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C ExposureMinimum Collateral Amount, the Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything herein to the contrary, Cash Collateral provided under this Section, Section 2.26 or 8.1 or otherwise in respect of Letters of Credit or Swingline Loans shall be applied to the satisfaction of the specific L/C Obligations, Swingline Loans, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligations) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of the Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.6), or (ii) the determination by the Administrative Agent, an amount equal to the Agent that there exists excess of Cash Collateral; provided that (aA) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that furnished by or on behalf of the Administrative Agent reasonably determines to Borrower shall not be free and clear released during the continuance 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 a Default 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 Section 7.01(a) or (f) or an Event of Default has occurred (and is continuing, following application as provided in this Section may be otherwise applied in accordance with Section 8.1) and (B) the excess Person providing Cash Collateral and the applicable Issuing Lender(s) or Swingline Lender(s) may agree that Cash Collateral shall be refunded held to the Borrower. If such Event of Default is cured support future anticipated Fronting Exposure or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations hereunder.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if If the relevant L/C Issuer has honored reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any full right or partial drawing remedy available to it hereunder or under any Letter of Credit and such drawing has resulted law, Cash Collateralize the Issuing Bank’s Fronting Exposure in an L/C Borrowing for reasons other than accordance with the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, procedures set forth in this subsection. (ii) ifAt any time that there shall exist a Defaulting Lender with a Revolving Commitment, as within 1 Business Day following the written request of the 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 Required Revolving Credit Lenders or Issuing Bank (with a copy to the Required LendersAdministrative Agent), as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as not less than the aggregate Fronting Exposure of the date Issuing Bank with respect to Letters of Credit issued and outstanding at such Cash Collateral is provided). time. (iii) The Borrower 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 L/C Issuers Issuing Bank, and the Revolving Credit Lenders under the Revolving Credit Facilityagree to maintain, a first priority security interest in all such 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 as security for the benefit Defaulting Lenders’ obligation to fund participations in respect of the Borrower. Cash Collateral shall Letter of Credit Liabilities, to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionimmediately following clause (iv). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Bank as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Liabilities (including, as additional funds 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. (v) Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be deposited and held in the 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 pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (y) the determination by 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 Issuing Bank that there exists excess Cash Collateral; provided that, such funds subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the Issuing Bank may (but shall not be obligated to) agree that Cash Collateral shall be applied, held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the 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 security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition (a) If at any time a Bank becomes a Defaulting Bank, within one Business Day following the written request of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent), such Defaulting Bank shall Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Bank in an amount not less than the applicable Fronting Exposure. At any other provision under this Agreement requiring time that there shall exist a Defaulting Bank, within one Business Day following the written request of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent), the Company shall Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Bank (determined after giving effect to subsection 2.24(a)(iv) and any Cash Collateral to be provided, (iprovided by such Defaulting Bank) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other amount not less than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) ifapplicable Fronting Exposure. If, as of the Letter termination of Credit Facility Expiration Datethe Commitments hereunder, any L/C LOC Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Company shall immediately Cash Collateralize all outstanding LOC Obligations. (b) The Company, and to the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingextent provided by any Defaulting Bank, 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). The Borrower Defaulting Bank, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Issuing Lenders, and the Revolving Credit Lenders under the Revolving Credit Facilityagrees to maintain, a first priority security interest in all such 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 as security for the benefit of the Borrower. obligations to which such Cash Collateral shall was required to be maintained in accounts satisfactory furnished, to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to subsection 2.26(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Lenders as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposures or the LOC Obligations with respect to any Issuing Lender as the case may be, the Borrower Company will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Bank). (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under subsection 2.24 or this subsection 2.26 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific LOC Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (d) Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Lender’s Fronting Exposure shall no longer be required to be deposited and held in the 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 pursuant to this subsection 2.26 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Bank status of the applicable Bank) or (ii) the determination by the Administrative Agent reasonably determines to be free and clear of any each Issuing Lender that there exists excess Cash Collateral, and upon demand by the Person providing such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the 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, the amount of any Cash Collateral (including any accrued interest thereonor the appropriate portion thereof) shall be refunded returned to such Person; provided that, subject to subsection 2.24, the BorrowerPerson providing Cash Collateral and each Issuing Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, If (ix) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or Lenders holding more than 50% of the Required Revolving Credit Lenders or total LC Exposure demanding the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations deposit of cash collateral pursuant to Section 8.02(c) this paragraph, or (ivy) an Event the maturity of Default set forth under Section 8.01(f) or (g) occurs and is continuingthe Revolving Loans has been accelerated, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit 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). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers applicable Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the Revolving Credit Lenders under obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the Revolving Credit Facility, a security interest occurrence of any Event of Default with respect to the Borrower described in all such cash, paragraph (h) or (i) of Article 8. Such deposit accounts, Cash Collateral Account shall be held by the Administrative Agent as collateral for the payment and all balances therein and all proceeds performance of the foregoing that secure any obligations of its L/C Obligationsthe 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 invest the same, provided, however, 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 for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 Lawfollows: first, to reimburse the relevant L/C IssuerIssuing Bank for LC Disbursements for which it has not been reimbursed, second, if there be any excess, to be held for the satisfaction of the reimbursement obligations (contingent or otherwise) of the Borrower for the LC Exposure at such time, third, if there be any excess, to reduce 1821445.29\C072091\0303228 the Revolving Credit Exposure 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. To If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount and any interest thereon (to the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long not applied 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, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided(a) (A) Upon the request of the Administrative Agent, (i) if the relevant L/C Issuer has honored any full or partial drawing request under any Letter of Credit or made any payment under any Bankers’ Acceptance and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause C-BA Borrowing, or (c)(ii) above, (iiB) if, as of the Letter of Credit Facility Expiration DateCredit-BA Deadline, any L/C C-BA Obligation for any reason remains outstanding, (iii) if any Event of Default occurs outstanding and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant Issuer is not at such time satisfied that a “back-to-back” letter of credit as described in part (ii) of the proviso to Section 8.02(c) the definition of Letter of Credit-BA Expiration Date has been or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingbeing delivered, then the Borrower shall shall, in each case, immediately Cash Collateralize 102.5% of the then Outstanding Amount of all L/C-BA Obligations. In addition, if at any time there is a Revolving Lender that is a Defaulting Lender and the L/C Obligations (in an Issuer or the Swing Line Lender has any amount equal of fronting risk with respect to such Outstanding Amount plus any accrued outstanding Letter of Credit or unpaid fees thereon determined as of Swing Line Loan, the date such Cash Collateral is provided). The Borrower hereby grants to shall, promptly upon demand by the Administrative Agent, for deliver to the benefit of Administrative Agent additional Cash Collateral in an amount sufficient to reduce the risk to the L/C Issuers Issuer or Swing Line Lender from such Defaulting Lender to zero; provided that Cash Collateral shall not be required to be deposited in such situation if the Borrower and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such 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 controlIssuer or the Swing Line Lender, including the exclusive right of withdrawalas applicable, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory mutually agree to the Administrative Agent, application of Section 2.16(a) in the name lieu thereof so long as such Section is at such time capable of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at application pursuant to its sole discretionterms. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any prior right or claim of any Person other than the Administrative Agent as herein provided, such Cash Collateral shall be deemed not to have been delivered as required hereby, and the Borrower shall deliver additional Cash Collateral to meet the requirements hereof. (on behalf b) 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 in order to protect against the Secured Partiesresults of exchange rate fluctuations. (c) Sections 2.03, 2.04, 2.05, 2.16 and 8.02 set forth certain additional requirements or that the total amount of such funds is less than options to deliver Cash Collateral hereunder. (d) All Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at the L/C ExposureIssuer of the Letters of Credit being Cash Collateralized. The Borrower hereby grants to, and subjects to the Borrower willcontrol of, forthwith upon demand by the Administrative Agent, pay to for the benefit of the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such L/C Exposure over Issuer and the Lenders (b) including the total amount Swing Line Lender), a security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of fundsthe foregoing. At the request of the L/C Issuer, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit or Bankers’ Acceptance to be Cash Collateralized hereunder is denominated in an Alternative Currency, Borrower shall post such Cash Collateral in the same Alternative Currency as the Letter of Credit or Bankers’ Acceptance to be Cash Collateral, such funds shall be applied, Collateralized. (e) Notwithstanding anything to the extent permitted contrary contained in this Agreement, Cash Collateral provided under applicable Lawany of this Section 2.15 or Sections 2.03, 2.04, 2.05, or 8.02 in respect of Letters of Credit, Bankers’ Acceptances or Swing Line Loans shall secure and be held and applied to reimburse the relevant satisfaction of the specific 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 continuingC-BA Obligations, the excess shall be refunded Swing Line Loans or obligations to the 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 fund participations therein (including any interest accrued interest thereonon such obligation) shall for which the Cash Collateral or other credit support was so provided, prior to any other application of such property as may be refunded to the Borrowerprovided for herein.

Cash Collateral. In addition to any other provision under this Agreement requiring (a) The Borrower shall maintain the Cash Collateral Account at all times that any portion of the Term Loans shall remain outstanding. (b) The Borrower shall, at all times, maintain Permitted Cash Collateral in the Cash Collateral Account with a value greater than or equal to be provided, the following (the “Required Collateral Amount”): (i) if all Permitted Cash Collateral is comprised entirely of Tier 1 Permitted Cash Collateral, 100% of the relevant L/C Issuer has honored any full or partial drawing under any Letter principal amount of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveall outstanding Term Loans, (ii) ifif Permitted Cash Collateral is not comprised entirely of Tier 1 Permitted Cash Collateral but is not composed of any Tier 3 Permitted Cash Collateral, as 100.5% of the Letter principal amount of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, all outstanding Term Loans or (iii) if any Event Permitted Cash Collateral is comprised of Default occurs and is continuing and any Tier 3 Permitted Cash Collateral, 101% of the Administrative Agent or principal amount of all outstanding Term Loans. If, at any time, the Required Revolving Credit Lenders or Collateral Amount exceeds the Required Lendersvalue of the Permitted Cash Collateral, as applicable, require the Borrower shall immediately deposit additional Permitted Cash Collateral into the Cash Collateral Account to eliminate such excess. In accordance with the terms of the Account Control Agreement, the Borrower shall direct the investment of items deposited into the Cash Collateralize Collateral Account; provided, that (1) all Cash Collateral shall consist of Permitted Cash Collateral at all times and (2) the L/C Obligations Borrower shall not be permitted to sell any Permitted Cash Collateral prior to its stated maturity (if any) during the first two months following the Closing Date except pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) 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 provided7.13(c). The Borrower hereby grants to shall treat all income, gains or losses from the Administrative Agent, for investment of items in the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account as its own income or loss, and all balances therein the Agent and all proceeds the Lenders shall have no liability for any such gain or loss. (c) Upon any prepayment of the foregoing Term Loans, the Borrower shall be permitted to liquidate and/or withdraw Cash Collateral from the Cash Collateral Account in an amount up to such prepayment; provided, that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of after such withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit value of the Borrower. Permitted Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right greater than or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess Required Collateral Amount, as calculated after giving effect of (a) such L/C Exposure over (b) prepayment of the total amount of fundsTerm Loans. In the event that the Borrower shall elect to make such a withdrawal, if any, then held as the Agent shall direct the Intermediary to liquidate the applicable Cash Collateral that and remit the Administrative Agent reasonably determines proceeds to be free and clear the Borrower. (d) If, at the end of any such right and claim. Upon fiscal quarter of the drawing Parent, the value 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 Permitted Cash Collateral exceeds 102% of the L/C Exposure plus costs incidental thereto and so long as principal amount of the Term Loans outstanding at such time, then, upon the request of the Borrower, provided no other Default or Event of Default has occurred and is continuing, the excess Agent shall be refunded direct the Intermediary to pay and transfer to the Borrower. If Borrower cash, to the extent available, in the Cash Collateral Account in an amount equal to such Event excess. (e) To secure the prompt payment in full when due, whether by lapse of Default is cured time, acceleration, mandatory prepayment or waived and no other Event otherwise, of Default is then occurring and continuingthe Term Loans, the amount Borrower hereby grants to the Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of the Borrower in and to the Cash Collateral (including any accrued interest thereon) shall be refunded to Account and the BorrowerCash Collateral and all other amounts maintained in the Cash Collateral Account.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Lenders with Letter of Credit Lenders or Usage representing greater than 50% of the Required Lenders, as applicable, require total Letter of Credit Usage) demanding the Borrower to deposit of Cash Collateralize the L/C Obligations Collateral pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingthis paragraph, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit 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). The Borrower 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 Banks, an amount in cash equal to the Agreed L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account Amount plus any accrued and all balances therein unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and all proceeds 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 the Borrower described in Section 7.01(h), (i) or (j). Such Cash Collateral shall be held by the Administrative Agent as collateral for the payment and performance of the foregoing that secure any obligations of its L/C Obligationsthe Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such Cash Collateral, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such Cash Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent to reimburse each Issuing Bank for any disbursements under Letters of Credit made by it and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted 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 Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), be applied to satisfy other obligations of the Borrower under applicable Lawthis Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to 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 not applied 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, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower (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. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingshall, then the Borrower shall in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to such Outstanding Amount plus cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). (b) 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 Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, each applicable L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, and agrees to maintain, a first priority security interest in all such Cash Collateral (including cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in 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 foregoing) as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section ‎2.15(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section ‎2.15 or 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 specific L/C Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section ‎10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, an amount equal 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 in this Section ‎2.15 may be otherwise applied in accordance with Section ‎8.04), and (y) subject to Section ‎2.16, the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of funds, if any, then held as Issuer may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, or (ii) if, as of the 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 Required Revolving Credit Lenders or the Required Lendersapplicable Borrower shall, as applicablein each case, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to such Outstanding Amount plus cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more Cash Collateral Accounts. The Borrower Each Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, each applicable L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, and agrees to maintain, a first priority security interest in all such Cash Collateral (including cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in 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 foregoing) as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the applicable Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Section 2.03, 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 specific L/C Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(ix))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, an amount equal 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 in this Section 2.15 may be otherwise applied in accordance with Section 8.04) and (y) subject to Section 2.16, the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of funds, if any, then held as Issuer may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to Except as otherwise provided herein, if any other provision under this Agreement requiring Cash Collateral to be providedLC Obligations, (i) if the relevant L/C Issuer has honored any full whether 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) abovenot then due or payable, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation shall for any reason remains outstanding, be outstanding at any time (iiia) if any Event of Default occurs and is continuing and the Administrative Agent or the 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 (iv) that an Event of Default set forth under Section 8.01(f) or (g) occurs has occurred and is continuing, (b) that any Overadvance exists, (c) after the Maturity Date for the Revolving Facility, or (d) the LC Expiration Date shall have occurred, then the Borrower shall shall, at the Issuing Banks’ or the Administrative Agent’s request, provide Cash Collateralize the then Outstanding Amount of all L/C Obligations (Collateral in an amount equal to such 105% of the Outstanding Amount plus any accrued or unpaid fees thereon determined as of all LC Obligations (or, in the date such Cash Collateral is providedcase of clause (b) above, 100% the Stated Amount of all outstanding Letters of Credit). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, Agent a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds in respect of any LC Obligations, whether pursuant to this Section 2.05(c) or otherwise pursuant to this Agreement. Cash Collateral held in respect of any LC Obligations pursuant to this Agreement shall be maintained in blocked, non-interest bearing deposit accounts at W▇▇▇▇ Fargo, except that Cash Collateral may be invested in Permitted Investments at the request of the foregoing that secure any Borrower and at the option and in the sole discretion of its L/C Obligations. The the Administrative Agent shall have exclusive dominion (and control, including at the exclusive right of withdrawal, over such account. Interest Borrower’s risk and expense); interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionaccount. If at any time the Administrative Agent determines that any funds held as Cash Collateral in respect to LC Obligations pursuant to this Agreement are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposureminimum required amount required to be maintained as Cash Collateral pursuant to this Agreement, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agentas Cash Collateral, an amount equal to the excess of (ax) such L/C Exposure minimum required amount over (by) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable LawApplicable Laws, to reimburse the relevant L/C Issuer. To applicable Issuing Bank and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations in accordance with the amount terms of this Agreement. If the Borrower fails to provide 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 continuingrequired under this Agreement, the excess Administrative Agent may (and shall be refunded to the Borrower. If such Event upon direction of Default is cured or waived and no other Event of Default is then occurring and continuingRequired Revolving Lenders) advance, as Revolving Loans, the amount of any the Cash Collateral required (including any accrued interest thereon) whether or not the Revolving Commitments have terminated, an Overadvance exists or the conditions in Section 4.02 are satisfied), the proceeds of which shall be refunded to held as Cash Collateral for the Borroweroutstanding LC Obligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if Upon the relevant L/C Issuer has honored any full or partial drawing under any Letter occurrence of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 described in Sections 7.3 or 7.4 or upon the Administrative Agent or declaration by the 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 (iv) an of any other Event of Default set forth under Section 8.01(f) and the termination of the Revolving Credit Commitments, the obligation of the Agent to issue or (g) occurs amend Letters of Credit shall terminate, and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to the maximum amount which may at any time be drawn under the Letters of Credit then outstanding (whether or not any beneficiary of such Outstanding Amount plus Letters of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents required to draw under such Letters of Credit) shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any accrued or unpaid fees thereon determined as kind, all of which are hereby expressly waived by the Borrower; provided that the foregoing shall not affect in any way the obligations of the date such Cash Collateral is provided)Lenders to purchase from the Agent participations in the unreimbursed amount of any drawings under the Letters of Credit issued by it as provided in Subsection 2.6d. The Borrower hereby grants So long as the Letters of Credit shall remain outstanding, any amounts declared due pursuant to this Section 7.13 with respect to the Administrative Agent, outstanding Letters of Credit when received by the Agent shall be deposited and held by the Agent in an interest bearing account denominated in the name of the Agent for the benefit of the L/C Issuers Agent and the Revolving Credit Lenders over which the Agent shall have sole dominion and control of withdrawals (the "Cash Collateral Account") as cash collateral for the obligation of the Borrower to reimburse the Agent in the event of any drawing under the Revolving Letters of Credit Facility, a security interest and upon any drawing under such Letters of Credit in all such cash, deposit accounts, respect of which the Agent has deposited in the Cash Collateral Account and all balances therein and all proceeds any amounts declared due pursuant to this Section 7.13, the Agent shall apply such amounts held by the Agent to reimburse the Agent for the amount of such drawing. In the event that any Letter of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts described above is cancelled or expires or in the event of any reduction in the maximum amount available at any time for drawing under any of the foregoing that secure any Letters of its L/C Obligations. The Administrative Credit outstanding, the Agent shall have exclusive dominion and controlapply the amount then in the Cash Collateral Account designated to reimburse the Agent for any drawings under the Letters of Credit issued by it less the maximum amount available at any time for drawing under the Letters of Credit remaining outstanding immediately after such cancellation, including the exclusive right of withdrawal, over such account. Interest expiration or profitsreduction, if any, on such investments shall accumulate to the payment in such account for the benefit full of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agentoutstanding Bank Indebtedness, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be appliedsecond, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount payment 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 continuingexcess, 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) If any Event of Default shall occur and be continuing, on the Business Day that the Borrowers receive notice from the Administrative Agent or the Required LC Facility Lenders demanding the deposit of cash collateral pursuant to this paragraph (provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to a Borrower described in clause (g) or (h) of Article VII) or (ii) upon the request of the Administrative Agent, (A) if the relevant L/C Issuer LC Facility Issuing Bank has honored any full or partial drawing request under any LC Facility Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause LC Facility LC Disbursement, or (c)(ii) above, (iiB) if, as of the Letter of Credit Facility Expiration date that is five Business Days prior to the Term Loan Maturity Date, any L/C LC Facility LC Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required LendersBorrowers shall, as applicablein each case, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingimmediately deposit in a blocked, 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). The Borrower hereby grants to interest bearing deposit account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest an amount in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds cash equal to 105% of the foregoing that secure LC Facility LC Obligations as of such date plus any accrued and unpaid interest thereon. Such cash collateral shall be held by the Administrative Agent as collateral for the payment and performance of its L/C the 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 Moneys in such account for the benefit of the Borrower. Cash Collateral (including any interest accrued thereon) shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the LC Facility Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit LC Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted under applicable Lawnot so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Facility LC Obligations at such time or, if the maturity of the Loans has been accelerated shall be applied to reimburse satisfy other Obligations. If the relevant L/C Issuer. To the extent the Borrowers are required to provide an amount of any Cash Collateral exceeds cash collateral hereunder as a result of the L/C Exposure plus costs incidental thereto and so long as no other occurrence of an Event of Default has occurred and is continuingDefault, 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, the amount of any Cash Collateral (including any interest accrued interest thereon) ), to the extent not applied as aforesaid, shall be refunded returned to the BorrowerBorrowers within three Business Days after all Events of Default have been cured or waived. The Borrowers shall also provide cash collateral for LC Facility Letters of Credit as provided in Section 2.07.

Cash Collateral. In addition Each Non-Funding Lender shall be required to any other provision under this Agreement requiring provide to the Agent (A) cash collateral or Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (Equivalents in an amount equal to 105% of such Outstanding Amount plus any accrued or unpaid fees thereon determined as Non-Funding Lender’s Proportionate Share of the date face amount of outstanding Letters of Credit under the Revolving Facilities (the “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 Agent that are owing or may become owing pursuant to this Agreement, including, without limitation, such Non-Funding Lender’s obligation to pay its Proportionate Share of any indemnification or expense reimbursement amounts not paid by a Borrower. Such cash collateral or Cash Collateral is provided)Equivalents shall be held by Agent in one or more cash collateral accounts which accounts shall be in the name of the Agent and shall not be required to be interest bearing. The Borrower hereby grants Agent shall be entitled to apply the Administrative Agent, for foregoing cash collateral and Cash Equivalents in accordance with the benefit 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 13.16 following (A) the elimination of the L/C Issuers Fronting Exposure (including by the termination of Non-Funding Lender status of the applicable Lender) or (B) the determination by the Agent and 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 13.16, the Person providing cash collateral and the Revolving Credit Lenders under Canadian Issuing Lender or the Revolving Credit FacilityUS Issuing Lender, a security interest in all such cashas applicable, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing may agree that secure any of its cash collateral shall be held to support future anticipated L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest Fronting Exposure or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 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 thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Credit Lenders or (or, if the Required Lendersmaturity of the Loans has been accelerated, as applicable, require Lenders with LC Exposure representing greater than 50% of the Borrower to Cash Collateralize total LC Exposure) demanding the L/C Obligations deposit of cash collateral pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingthis paragraph, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit 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). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers applicable Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the Revolving Credit Lenders under obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the Revolving Credit Facility, a security interest occurrence of any Event of Default with respect to the Borrower described in all such cash, clause (h) or (i) of Article 8. Such deposit accounts, Cash Collateral Account shall be held by the Administrative Agent as collateral for the payment and all balances therein and all proceeds performance of the foregoing that secure any obligations of its L/C Obligationsthe Borrower under this Credit Agreement. 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 invest the same, provided, however, 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 for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted 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 Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under applicable Lawthis Credit Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to 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 not applied 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, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be providedUpon the request of the Administrative Agent or the Required Lenders, (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the L/C Cash Collateralization Date, any Letter of Credit Facility Expiration Datemay for any reason remain outstanding and partially or wholly undrawn, any 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 Obligation for any reason remains outstanding, Obligations (iii) if any Event determined as of Default occurs and is continuing and the Administrative Agent date of such L/C Borrowing or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant Cash Collateralization Date, as the case may be) and to Section 8.02(c) or (iv) an Event the extent of Default set forth under Section 8.01(f) or (g) occurs and is continuingunavailability of Base Rate Loans, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (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 the Administrative Agent in an amount equal order the Cash Collateralize the L/C Obligations. For purposes hereof, “Cash Collateralize” means to such Outstanding Amount plus any accrued pledge and deposit with or unpaid fees thereon determined as deliver to the Administrative Agent, for the benefit of the date L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such Cash Collateral is provided)term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts 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 benefit of the Borrowerforegoing. Cash Collateral shall be maintained in blocked, non interest bearing deposit accounts satisfactory to with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 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 thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if If the relevant L/C Issuer has honored reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any full right or partial drawing remedy available to it hereunder or under any Letter of Credit and such drawing has resulted law, Cash Collateralize the Issuing Bank’s Fronting Exposure in an L/C Borrowing for reasons other than accordance with the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, procedures set forth in this subsection. (ii) ifAt any time that there shall exist a Defaulting Lender, as within five (5) Business Day following receipt of the Letter written request 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 Required Revolving Credit Lenders or Issuing Bank (with a copy to the Required LendersAdministrative Agent), as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as not less than the aggregate Fronting Exposure of the date Issuing Bank with respect to Letters of Credit issued and outstanding at such Cash Collateral is provided). time. (iii) The Borrower 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 L/C Issuers Issuing Bank, and the Revolving Credit Lenders under the Revolving Credit Facilityagree to maintain, a first priority security interest in all such 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 as security for the benefit Defaulting Lenders’ obligation to fund participations in respect of the Borrower. Cash Collateral shall Letter of Credit Liabilities, to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionimmediately following clause (iv). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Bank as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Liabilities (including, as additional funds 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. (v) Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be deposited and held in the 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 pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (y) the determination by 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 Issuing Bank that there exists excess Cash Collateral; provided that, such funds subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the Issuing Bank may (but shall not be obligated to) agree that Cash Collateral shall be applied, held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the 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 security interest thereon) shall be refunded granted pursuant to the BorrowerLoan Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be providedUpon the request of the Paying Agent, (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstandingoutstanding and partially or wholly undrawn, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall immediately 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 of such Cash Collateral is providedL/C Borrowing or the Letter of Credit Expiration Date, as the case may be). The Borrower hereby grants For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Paying Agent, for the benefit of the L/C Issuers Issuer and the Revolving Credit Lenders under Lenders, as collateral for the Revolving Credit FacilityL/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Paying Agent and the 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 Paying Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts 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 benefit of the Borrowerforegoing. Cash Collateral collateral shall be maintained in blocked, non-interest bearing deposit accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionKeyBank. If at any time the Administrative Paying Agent determines that any funds held as Cash Collateral cash collateral are subject to any right or claim of any Person other than the Administrative Paying Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C ExposureObligations, the Borrower will, forthwith upon demand by the Administrative Paying Agent, pay to the Administrative Paying Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agentat KeyBank as aforesaid, an amount equal to the excess of (a) such L/C Exposure aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral cash collateral that the Administrative Paying 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 Collateralcash 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 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 thereon) shall be refunded to the Borrower.

Cash Collateral. In addition (a) Subject to any other provision under this Agreement requiring Cash Collateral to be providedthe Post-Petition Intercreditor Arrangements, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration DateDeadline, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing outstanding and the Administrative Agent L/C Issuer is not at such time satisfied that a “back-to-back” letter of credit as described in part (ii) of the proviso to the definition of Letter of Credit Expiration Date has been or the Required Revolving Credit Lenders or the Required Lendersis being delivered, as applicable, require the Borrower to shall, in each case, immediately Cash Collateralize 105% of the then Outstanding Amount of that portion of the L/C Obligations pursuant composed of the aggregate undrawn amount of Letters of Credit. In addition, but subject to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and the Post-Petition Intercreditor Arrangement, if at any time there is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all a Defaulting 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). The Borrower hereby grants to the Administrative Agent, for the benefit of Lender and the L/C Issuers and Issuer has any amount of fronting risk with respect to any outstanding Letter of Credit, the Revolving Credit Lenders under the Revolving Credit FacilityBorrower shall, a security interest in all promptly upon demand by such 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 controlIssuer, including the exclusive right of withdrawal, over deliver to such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. L/C Issuer additional Cash Collateral shall be maintained in accounts satisfactory an amount sufficient to reduce the risk to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionL/C Issuer from such Defaulting L/C Lender to zero. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any prior right or claim of any Person other than the Administrative Agent as herein provided, such Cash Collateral shall be deemed not to have been delivered as required hereby, and the Borrower shall deliver additional Cash Collateral to meet the requirements hereof. (on behalf of the Secured Partiesb) Sections 2.03, 2.05, 2.16 and 8.02 set forth certain additional requirements or that the total amount of such funds is less than options to deliver Cash Collateral hereunder. (c) All Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at the L/C ExposureIssuer of the Letters of Credit being Cash Collateralized. The Borrower hereby grants to, and subjects to the control of, the Borrower willL/C Issuer, forthwith upon demand by for the benefit of the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the 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 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 Issuer and the L/C Lenders, a security interest in all such Cash, deposit accounts and all balances therein, and all other property so long provided as no other Event collateral pursuant hereto, and in all proceeds of Default has occurred and is continuing, the excess shall be refunded foregoing. (d) Subject to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuingPost-Petition Intercreditor Arrangement, the amount of any Cash Collateral provided under any of this Section 2.14 or Sections 2.03, 2.05, or 8.02 in respect of Letters of Credit shall secure and be held and applied to the satisfaction of the specific L/C Obligations or obligations to fund participations therein (including any interest accrued interest thereonon such obligation) shall for which the Cash Collateral or other credit support was so provided, prior to any other application of such property as may be refunded to the Borrowerprovided for herein.

Cash Collateral. In addition to At any other provision under this Agreement requiring Cash Collateral to be providedtime that there shall exist a Defaulting Lender, within one (i1) if Business Day following the relevant L/C Issuer has honored any full or partial drawing under any Letter written request of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower LC Issuer (with a copy to Cash Collateralize the L/C Obligations pursuant to Section 8.02(cAdministrative Agent) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower Borrowers shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in an amount equal sufficient to such Outstanding Amount plus cover the applicable Fronting Exposure (after giving effect to Section 4.2(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). 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 L/C Issuers LC Issuer, and the Revolving Credit Lenders under the Revolving Credit Facilityagrees to maintain, a perfected first priority security interest in all such 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 as security for the benefit Defaulting Lenders’ obligation to fund participations in respect of the Borrower. Cash Collateral shall LC Obligations, to be maintained in accounts satisfactory to the Administrative Agent, applied in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionmanner set forth below. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) and LC Issuer as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C applicable Fronting Exposure, the Borrower Borrowers will, forthwith upon demand ON DEMAND by the Administrative Agent, pay or provide to 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). Notwithstanding anything to the Administrative Agentcontrary contained in this Agreement, Cash Collateral provided under this Section 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 LC Obligations (including, as additional funds 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. Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuer’s Fronting Exposure shall no longer be required to be deposited and held in the 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 pursuant to this Section 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 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 LC Issuer that there exists excess Cash Collateral; provided, such funds shall be appliedhowever, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any (x) that Cash Collateral exceeds furnished by or on behalf of a Credit Party shall not be released during the L/C Exposure plus costs incidental thereto and so long as no other continuance of a Default or Event of Default has occurred (and is continuing, the excess following application as provided in this Section 4.6 may be otherwise applied in accordance with Section 5.5) but shall be refunded to released upon the Borrower. If waiver or cure of such Default or Event of Default is cured or waived in accordance with the terms of this Agreement, and no other Event of Default is then occurring and continuing, (y) the amount of any Person providing Cash Collateral (including any accrued interest thereon) and LC Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be refunded released but instead held to the Borrowersupport future anticipated Fronting Exposure or other Obligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs and is continuing and the Administrative Agent or the 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 (ivii) an Event of Default set forth under Section 8.01(f) (with 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 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 or deposit account balances in the relevant currencies in an amount equal to 105% of the 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 the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure any of its L/C Obligationsforegoing. 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 benefit of the Borroweraccount. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 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 thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to At any other provision under this Agreement requiring Cash Collateral to be providedtime that there shall exist a Defaulting Lender, (i) if immediately upon the relevant L/C Issuer has honored any full or partial drawing under any Letter request of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 Required Revolving Credit Lenders or the Required Lendersany Fronting Bank, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall deliver to the Administrative Agent Cash Collateralize the then Outstanding Amount of all L/C Obligations (Collateral in an amount equal sufficient to such Outstanding Amount plus cover all Fronting Exposure (after giving effect to Section 2.21(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). 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 Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the L/C Issuers Administrative Agent, the Fronting Banks and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to this subsection (c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this subsection (c), Section 2.21(a)(ii) or Article VII in respect of Letters of Credit shall be held and applied to the satisfaction of the specific LC Exposure, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be deposited and held in provided for herein. Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 9.04(b)(iv)) or (ii) the Administrative Agent, an amount equal to the ’s good faith determination that there exists 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 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 provided that (x) any Cash Collateral exceeds furnished by or on behalf of the L/C Exposure plus costs incidental thereto Borrower shall not be released during the continuance of a Default (and so long following application as no other provided in this subsection (c) may, during the continuance of an Event of Default has occurred Default, be otherwise applied in accordance with Article VII), and is continuing, (y) 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, the amount of any Person providing Cash Collateral (including any accrued interest thereon) and the Fronting Banks may agree that Cash Collateral shall not be refunded released but instead held to the Borrowersupport future anticipated Fronting Exposure or other obligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingshall, then the Borrower shall in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to such Outstanding Amount plus cover 103% of all Fronting Exposure (after giving effect to Section 2.18(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the Defaulting Lender). (b) 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 Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers Issuer and the Revolving Credit Lenders under (including the Revolving Credit FacilitySwing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant to this Section 2.17, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.17(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby (after giving 98 Syniverse Credit Agreement effect to Section 2.18(a)(iv) and any Cash Collateral provided by the Defaulting Lender), the Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.17 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 specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Sections 8.01(a), (f) or (g) or an amount equal to Event of Default (and following application as provided in this Section 2.17 may be otherwise applied in accordance with Section 8.03), and (y) the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of fundsIssuer or Swing Line Lender, if anyas applicable, then held as may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be providedUpon the request of the Administrative Agent or the Required Revolving Lenders, (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, or (ii) if, as of the L/C Cash Collateralization Date, any Letter of Credit Facility Expiration Datemay for any reason remain outstanding and partially or wholly undrawn, any 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 Obligation for any reason remains outstanding, Obligations (iii) if any Event determined as of Default occurs and is continuing and the Administrative Agent date of such L/C Borrowing or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant Cash Collateralization Date, as the case may be) and to Section 8.02(c) or (iv) an Event the extent of Default set forth under Section 8.01(f) or (g) occurs and is continuingunavailability of Base Rate Loans, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (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 the Administrative Agent in an amount equal order the Cash Collateralize the L/C Obligations. For purposes hereof, “Cash Collateralize” means to such Outstanding Amount plus any accrued pledge and deposit with or unpaid fees thereon determined as deliver to the Administrative Agent, for the benefit of the date L/C Issuer and the Revolving Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Revolving Lenders). Derivatives of such Cash Collateral is provided)term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts 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 benefit of the Borrowerforegoing. Cash Collateral shall be maintained in blocked, non-interest-bearing deposit accounts satisfactory to with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 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 thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if If any Event of Default occurs shall occur and is continuing and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Credit Lenders or (or, if the Required Lendersmaturity of the Loans has been accelerated, as applicable, require Lenders with LC Exposure representing greater than 50% of the Borrower to Cash Collateralize total LC Exposure) demanding the L/C Obligations deposit of cash collateral pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingthis paragraph, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit 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). The Borrower hereby grants to account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest an amount in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds cash equal to 105% of the foregoing LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that secure the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of its L/C Obligationsany Event of Default described in Section 8.1(h) or Section 8.1(i). Such deposit shall be held by the Administrative Agent as collateral 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 of withdrawal, over such account. Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same, provided that, at the request of the Borrower, 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 for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted 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 Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under applicable Lawthis Credit Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to 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 not applied 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, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded returned to the BorrowerBorrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, or (ii) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingshall, then the Borrower shall in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to such Outstanding Amount plus cover 103% of all Fronting Exposure (after giving effect to Section 2.19(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by the 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. The Borrower Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers Issuer and the Revolving Credit Lenders under (including the Revolving Credit FacilitySwing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.18(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower willand the relevant Defaulting Lender shall, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.18 or Section 2.03, 2.04, 2.05, 2.06, 2.19 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided prior to any other application of such property, as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Section 8.01(a), (f) or (g) or an amount equal to Event of Default (and following application as provided in this Section 2.18 may be otherwise applied in accordance with Section 8.04) and (y) the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of fundsIssuer or Swing Line Lender, if anyas applicable, then held as may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) If any Event of Default shall occur and be continuing, on the Business Day that the Borrowers receive notice from the Administrative Agent or the Required Revolving Lenders (or, if the relevant L/C Issuer maturity of the Loans has been accelerated, Revolving Lenders with LC Obligations representing greater than 50% of the total LC Obligations) demanding the deposit of cash collateral pursuant to this paragraph (provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to a Borrower described in clause (g) or (h) of Article VII), or (ii) upon the request of the Administrative Agent, (A) if the Revolving Issuing Bank has honored any full or partial drawing request under any Revolving Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause LC Borrowing, or (c)(ii) above, (iiB) if, as of the Letter of Credit Facility Expiration date that is five Business Days prior to the Revolving Maturity Date, any L/C Revolving LC Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required LendersBorrowers shall, as applicablein each case, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingimmediately deposit in a blocked, 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). The Borrower hereby grants to interest bearing deposit account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C Issuers and Lenders, an amount in cash equal to 105% of the Revolving Credit Lenders under LC Obligations as of such date plus any accrued and unpaid interest thereon. Such cash collateral shall be held by the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account Administrative Agent as collateral for the payment and all balances therein and all proceeds performance 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 Moneys in such account for the benefit of the Borrower. Cash Collateral (including any interest accrued thereon) shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and for the benefit of to reimburse the Revolving Credit Lenders under the Issuing Bank for Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted under applicable Lawnot so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the Revolving LC Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to reimburse the relevant L/C Issuerconsent of Revolving Lenders with LC Obligations representing greater than 50% of the total LC Obligations), shall be applied to satisfy other Obligations. To If the extent the Borrowers are required to provide an amount of any Cash Collateral exceeds cash collateral hereunder as a result of the L/C Exposure plus costs incidental thereto and so long as no other occurrence of an Event of Default has occurred and is continuingDefault, 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, the amount of any Cash Collateral (including any interest accrued interest thereon) ), to the extent not applied as aforesaid, shall be refunded returned to the BorrowerBorrowers within three Business Days after all Events of Default have been cured or waived. The Borrowers shall also provide cash collateral for Revolving Letters of Credit as provided in Section 2.07.

Cash Collateral. In addition If the reallocation described in Section 2.21(a)(iv) above cannot, or can only partially, be effected, within three Business Days following the written request of the Administrative Agent, the applicable Issuing Bank or the Swingline Lender, the applicable Borrower shall deliver to the Administrative Agent cash collateral (or, in the case of Swingline Exposure, at such Borrower’s election, prepayment ) in an amount sufficient to cover the portion of such Defaulting Lender’s Swingline Exposure and LC Exposure (after giving effect to Section 2.21(a)(iv) and any other provision under this Agreement requiring Cash Collateral cash collateral provided by the Defaulting Lender or pursuant to be providedSection 2.21(a)(ii) from payments made for the account of such Defaulting Lender) for so long as such Swingline Exposure or LC Exposure is outstanding; provided that, (i) if the relevant L/C Issuer has honored a Borrower cash collateralizes any full or partial drawing under any Letter portion of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender Defaulting Lender’s LC Exposure pursuant to fulfill its obligations under this clause (c)(iic), the Borrowers shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 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 LC Exposure of such Defaulting Lender is reallocated pursuant to Section 2.21(a)(iv) above, (iithen the fees payable to the Lenders pursuant to Section 2.11(b) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, shall be adjusted to give effect to such reallocation; and (iii) if all or any Event portion of Default occurs and such Defaulting Lender’s LC Exposure is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations neither reallocated nor cash collateralized pursuant to Section 8.02(c2.21(a)(iv) or this clause (iv) an Event c), then, without prejudice to any rights or remedies of Default set forth any Issuing Bank or any other Lender hereunder, all participation fees payable under Section 8.01(f2.11(b) 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 with respect to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants Defaulting Lender’s LC Exposure shall be payable to the Administrative Agent, for Issuing Banks (and allocated among them ratably based on the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such 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 benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay Defaulting Lender’s LC Exposure attributable to the Administrative Agent, as additional funds to be deposited and held in the 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 drawing of any Letter Letters of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, issued by each Issuing Bank) until and 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 that such LC 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerreallocated and/or cash collateralized.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower Borrowers to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower Borrowers 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). The Each Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such 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 benefit of the each Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 BorrowerBorrowers. 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 thereon) shall be refunded to the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 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 specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07)) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, 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, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if If the relevant L/C Issuer has honored reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any full right or partial drawing remedy available to it hereunder or under any Letter law, Cash Collateralize the Fronting Exposure of Credit and such drawing has resulted the Issuing Lenders in an L/C Borrowing for reasons other than accordance with the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, procedures set forth in this subsection. (ii) ifAt any time that there shall exist a Defaulting Lender, as within 3 Business Day following the written request of the 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 an Issuing Lender (with a copy to the Required Revolving Credit Lenders or the Required LendersAdministrative Agent), as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount Fronting Exposure of all L/C Obligations the Issuing Lenders with respect to such Defaulting Lender (determined after giving effect to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as not less than the aggregate Fronting Exposure of the date Issuing Lenders with respect to Letters of Credit issued and outstanding at such Cash Collateral is provided). time. (iii) The Borrower 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 L/C Issuers Issuing Lenders, and the Revolving Credit Lenders under the Revolving Credit Facilityagree to maintain, a first priority security interest in all such 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 as security for the benefit Defaulting Lenders’ obligation to fund participations in respect of the Borrower. Cash Collateral shall LOC Obligations, to be maintained in accounts satisfactory applied pursuant to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionimmediately following clause (iv). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of and the Secured Parties) Issuing Lenders as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureaggregate Fronting Exposure of the Issuing Lenders with respect to Letters of Credit issued and outstanding at such time, the Borrower will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of LOC Obligations (including, as additional funds 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. (v) Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting Exposure of the Issuing Lenders shall no longer be required to be deposited and held in the 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 pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lenders in accordance with the immediately following subsection (f) or the assignment of such Defaulting Lender’s Loans and Commitment in accordance with Section 10.6), or (y) the determination by 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 Issuing Lenders that there exists excess Cash Collateral; provided that, such funds subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the Issuing Lenders may agree that Cash Collateral shall be applied, held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any that such Cash Collateral exceeds was provided by the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingBorrower, the excess such Cash Collateral shall be refunded remain subject to the 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 security interest thereon) shall be refunded granted pursuant to the BorrowerCredit Documents.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) Upon the request of the Administrative Agent, (A) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause Borrowing, or (c)(ii) above, (iiB) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingshall, then the Borrower shall in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. (ii) In addition, if the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations (at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall Cash Collateralize the L/C Obligations in an amount equal to such the amount by which the Outstanding Amount plus any accrued or unpaid fees thereon determined as of all L/C Obligations exceeds the date Letter of Credit Sublimit; provided that such Cash Collateral shall be refunded to the Borrower when the Outstanding Amount of all L/C Obligations is providedless than 105% of the Letter of Credit Sublimit then in effect. (iii) 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 in order to protect against the results of exchange rate fluctuations. (iv) Sections 2.06 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.06 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts 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 benefit of the Borrowerforegoing. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agentblocked, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the non-interest bearing deposit accounts specified by the Administrative Agent, an amount equal to the excess at Bank 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 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 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 thereon) shall be refunded to the BorrowerAmerica.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (ia) if Upon the relevant L/C Issuer has honored any full request of the Administrative Agent 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 Revolving Credit applicable Issuing Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of three Business Days prior to the Letter of Credit Facility Expiration Revolving Termination 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 Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations otherwise required pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing8.1, then the Borrower shall shall, in each case, immediately Cash Collateralize the then Outstanding Amount outstanding amount of all L/C Obligations (in an amount equal not less than the Minimum Collateral Amount. At any time that there shall exist a Defaulting Lender, immediately upon the written request of the Administrative Agent or any applicable Issuing Lender (in each case, with a copy to the Administrative Agent), the Borrower shall repay the L/C Obligations, in the amount of all Fronting Exposure of such Issuing Lender with respect to such Outstanding Defaulting Lender or Cash Collateralize such Fronting Exposure in an amount not less than the Minimum Collateral Amount plus (in each case, determined after giving effect to Section 2.27(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided 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. The Borrower and, to the extent provided by any Lender, such Lender, hereby grants to (and subject to the control of) the Administrative Agent, for the benefit of the L/C Issuers Administrative Agent, the applicable Issuing Lenders and the Revolving Credit Lenders under the Revolving Credit Facilityapplicable Lenders, and agrees to maintain, a first priority security interest in all such cashCash Collateral, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to clause (c) of this Section. If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C ExposureMinimum Collateral Amount, the Borrower or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything herein to the contrary, Cash Collateral provided under this Section, Section 2.27 or 8.1 or otherwise in respect of Letters of Credit shall be applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligations) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto, including by the termination of the Defaulting Lender status of the applicable Lender (or, as appropriate, its Assignee following compliance with Section 10.6), or (ii) the determination by the Administrative Agent, an amount equal to the Agent that there exists excess of Cash Collateral; provided that (aA) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that furnished by or on behalf of the Administrative Agent reasonably determines to Borrower shall not be free and clear released during the continuance 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 a Default 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 Section 8.1(a) or (f) or an Event of Default has occurred (and is continuing, following application as provided in this Section may be otherwise applied in accordance with Section 8.1) and (B) the excess Person providing Cash Collateral and the applicable Issuing Lender(s) may agree that Cash Collateral shall be refunded held to the Borrower. If such Event of Default is cured support future anticipated Fronting Exposure or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations hereunder.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the applicable Letter of Credit Facility Expiration Date, any L/C Obligation with respect to the relevant Revolving Credit Facility for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize or Backstop 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). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the each Revolving Credit Facility, a security interest in all such 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 benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility Facilities and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 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 thereon) shall be refunded to the Borrower.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, the event that (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) shall occur and be continuing or (gii) occurs and is continuingany Letters of Credit are outstanding on or after the tenth Business Day prior to the Maturity Date (or any LC Disbursements remain unreimbursed on or after such date), then the Borrower shall Cash Collateralize deposit with the then Outstanding Amount Administrative Agent in immediately available funds on the Business Day on which it receives notice from the Administrative Agent or Required Lenders demanding the deposit of all L/C Obligations cash collateral in the case of clause (i), or on or before the tenth Business Day prior to the Maturity Date in the case of clause (ii), an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined the Required Deposit Amount, which amount shall be held by the Administrative Agent as of the date such Cash Collateral is provided). The Borrower hereby grants cash collateral pursuant to a cash collateral agreement in form and substance satisfactory to the Administrative AgentAgent and the Issuing Bank to secure the Borrower's reimbursement obligations with respect to LC Disbursements; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in clause (h) or (i) of Article 8. Such deposit shall be held by the Administrative Agent as collateral for the benefit payment and performance of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds obligations of the foregoing that secure any of its L/C ObligationsBorrower under this Credit Agreement. 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 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 for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Bank for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 drawing of any Letter of Credit LC Disbursements for which funds are on deposit as Cash Collateral, such funds shall be appliedit has not been reimbursed and, to the extent permitted 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 applicable Lawthis Credit Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to reimburse the relevant L/C Issuer. To the extent not applied as aforesaid) shall be returned to the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other Event Borrower within three Business Days after all Events of Default has occurred and is continuing, the excess shall be refunded to the Borrowerhave been cured or waived. If such Event the Borrower is required to provide cash collateral hereunder as a result of Default is cured or waived and no other Event clause (ii) of Default is then occurring and continuingthe first sentence of this subsection, the amount of any Cash Collateral thereof (including any accrued interest thereonto the extent not applied as aforesaid) shall be refunded returned to the BorrowerBorrower when the LC Exposure is zero and all Letters of Credit shall have been returned to the Issuing Bank and shall have been cancelled.

Cash Collateral. In addition the event that Borrower desires to any other provision cure a Default or Event of Default under this Agreement requiring Sections 5.04(h) and (i), Borrower may establish with the Administrative Agent for the benefit of the Lenders a “cash collateral” account of the Borrower (“Cash Collateral Account”) into which Borrower shall deposit, simultaneously with the delivery of a Borrowing Base Certificate pursuant to Section 5.03(d)(i) for any fiscal quarter of the Borrower, cash to be provided, included in the calculation of Borrower’s compliance with the covenants set forth in Sections 5.04(h) and (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and for such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) 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)fiscal quarter. The Borrower hereby grants a security interest in the Cash Collateral Account and all amounts held therein from time to time (the “Cash Collateral”) to the Administrative Agent, Agent for the benefit of the L/C Issuers and Lenders to secure the Revolving Credit Lenders Obligations of the Loan Parties under the Revolving Credit FacilityLoan Documents. Simultaneously with the deposit of said Cash Collateral into the Cash Collateral Account, a the Borrower shall execute and deliver to the Administrative Agent for the account of the Lenders, such further documents and instruments as the Administrative Agent may request to evidence the creation and perfection of such security interest in all such cash, deposit accounts, the Cash Collateral Account and the Cash Collateral (including, without limitation, a cash collateral account agreement in form and substance reasonably satisfactory to Administrative Agent). Only the Administrative Agent shall have access to the Cash Collateral Account and the Cash Collateral. If all balances therein and all proceeds of the foregoing conditions have been satisfied, the Cash Collateral shall be included as Collateral hereunder and the Lenders shall be deemed to have waived any violation of the covenants set forth in Sections 5.04(h) and (i) that secure any Borrower cures by means of its L/C Obligationsthe inclusion of such Cash Collateral as Collateral hereunder. So long as there does not exist a continuing Event of Default, to the extent that all or a portion of the Cash Collateral deposited in the Cash Collateral Account is not needed to maintain the Borrower’s compliance with the covenants set forth in Sections 5.04(h) and (i), the Borrower may request in writing that the Administrative Agent return the portion of such Cash Collateral not required to maintain such compliance with the covenants set forth in Sections 5.04(h) and (i) (the “Excess Cash Collateral”). The Administrative Agent shall have exclusive dominion and control, including return the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Excess Cash Collateral shall be maintained in accounts satisfactory to the Borrower promptly following the Administrative Agent’s receipt of such request together with a Borrowing Base Certificate delivered pursuant to Section 5.03(d)(i), and the Administrative Agent’s agreement with the calculations as to compliance with in Sections 5.04(h) and (i) set forth in such Borrowing Base Certificate. Upon the occurrence of an Event of Default (and during the continuance thereof), at the direction of the Required Lenders, the Administrative Agent may declare a portion of the principal balance of the Loans equal to any amounts then on deposit in the name of Cash Collateral Account to be due and payable without demand. Such amounts shall be withdrawn from the Cash Collateral Account by the Administrative Agent and for shall be applied to the benefit Obligations of the Revolving Credit Lenders Loan Parties under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 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 thereon) shall be refunded to the BorrowerLoan Documents.

Cash Collateral. In addition the event that the Borrower is required pursuant to the terms of this Amended Agreement or any other provision under this Agreement requiring Cash Collateral Credit Document to be providedcash collateralize any LOC Obligations, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit in an account with the Agent an amount in cash equal to 100% of such Outstanding Amount plus any accrued or unpaid fees thereon determined LOC Obligations. Such deposit shall be held by the Agent as collateral for the payment and performance of the date such Cash Collateral is provided). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C LOC Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Agent will, at the request of the Borrower, invest amounts on deposit in such account in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of any Eurodollar Loans to be prepaid; PROVIDED, THAT (i) the Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Agent to be in, or would result in any, violation of any law, statute, rule or regulation (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Agent and (iii) if an Event of Default shall have occurred and be continuing, the selection of such investments shall be in the sole discretion of the Agent. The Borrower shall indemnify the Agent for any losses other than losses due solely to the Agent's gross negligence, relating to such investments. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the Issuing Lender immediately for drawings under Letters of Credit and, if the maturity of the Loans has been accelerated, to satisfy the LOC Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 3.3(b)(i), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower upon demand; PROVIDED, THAT, after giving effect to such return, (i) the sum of the aggregate amount of outstanding LOC Obligations, PLUS the aggregate principal amount of outstanding Revolving Loans, PLUS the aggregate amount of outstanding Competitive Bid Loans, shall not exceed the aggregate Revolving Committed Amount and (ii) no Default or Event of Default shall have occurred and be continuing. The Borrower hereby pledges and assigns to the Agent, for its benefit and the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C ExposureLenders, the Borrower will, forthwith upon demand by cash collateral accounts established hereunder (and all monies and investments held therein) to secure the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the 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 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 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 thereon) shall be refunded to the BorrowerObligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, Upon the request of Administrative Agent: (ix) if the relevant L/C Letter of Credit Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause Borrowing; or (c)(ii) above, (iiy) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation Letter of Credit for any reason remains outstandingoutstanding and partially or wholly undrawn, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to shall immediately Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or then-outstanding amount of the Letter of Credit Liability (iv) an Event of Default set forth under Section 8.01(f) 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 of such Cash Collateral is providedL/C Borrowing or the Letter of Credit Expiration Date, as the case may be). Sections 2.01(d) and 3.06 set forth certain additional requirements to deliver cash collateral hereunder. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers Letter of Credit Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that secure foregoing. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at SMBC (provided that: (A) any interest accrued on any such deposit account shall be payable to the Borrower only upon the full and final payment of its L/C the Obligations; and (B) upon the occurrence of an Event of Default, any such interest accrued to the date thereof shall be applied in the sole and absolute discretion of Administrative Agent). The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) Administrative Agent shall have exclusive dominion and controlAgent, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, the Letter of Credit Issuer and the Lenders, and agrees to maintain, a first priority security interest in the name all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the Administrative Agent and foregoing, all as security for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and obligations to which such Cash Collateral may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to this Section 2.08(g). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided, or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, forthwith promptly (but in no event later than (i) two (2) Business Days, to the extent funds are available in the Collateral Accounts or another account maintained by Borrower and (ii) fifteen (15) Business Days to the extent that it is necessary for the Borrower to issue Capital Call Notices (and the Borrower shall issue such Capital Call Notices during such time)) upon demand by the Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. Notwithstanding anything to the Administrative Agentcontrary contained in this Credit Agreement, as additional funds to Cash Collateral provided under any of this Section 2.08 or Sections 2.01, 3.05, 3.06 or 11.02 in respect of Letters of Credit shall be deposited held and held in the deposit accounts specified by the Administrative Agent, an amount equal applied to the excess satisfaction 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 drawing of any specific Letter of Credit Liability, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which 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 was so long provided, prior to any other application of such property as no other Event of Default has occurred and is continuing, the excess shall may 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerprovided for herein.

Cash Collateral. In addition to any other provision under this Agreement requiring The Debtors and the Consenting Lenders will enter into a consensual stipulation (the “Cash Collateral Stipulation”) regarding the Debtors’ postpetition use of cash claimed as collateral by the Existing Lenders (the “Cash Collateral”), allowing the Debtors to be provided, use Cash Collateral (i) in the ordinary course of business and (ii) for restructuring expenses, provided, however that no portion of the Cash Collateral may be used to fund litigation against the Existing Lenders or the Existing Agent, except with respect to a purported breach of this Restructuring Term Sheet, the Plan Support Agreement, or the Cash Collateral Stipulation; provided further, however, that the Existing Agent and the Consenting Lenders understand that Bankruptcy Court may require that a portion of the Cash Collateral be made available to a committee of unsecured creditors appointed in the Chapter 11 Cases to conduct an investigation of the Lender Claims and the liens securing such claims. As adequate protection for the Existing Lenders’ interests in the Cash Collateral the Debtors will (a) grant replacement liens on certain unencumbered property; (b) pay reasonable fees and expenses of the Existing Lenders and the Existing Agent; and (c) continue all of their obligations as required under the Forbearance Agreement (as if the relevant L/C Issuer has honored any full or partial drawing under any Letter of same were in effect immediately prior to the Petition Date) and the Existing Credit Facility (as modified by such Forbearance Agreement and such drawing has resulted in an L/C Borrowing for reasons effect immediately prior to the Petition Date) until the Effective Date, other than the failure of a Revolving Credit Lender obligation to fulfill its obligations under clause make the Monthly Deposit (c)(iias defined in Section 4.1(a) above, (ii) if, as of the 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 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 (iv) an Event of Default set forth under Section 8.01(f) 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 providedForbearance Agreement). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such 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 benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts 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 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 that the amount of any Debtors are in compliance with the Cash Collateral exceeds the L/C Exposure plus costs incidental thereto Stipulation and so long as no other Event of Default this Restructuring Term Sheet has occurred and is continuingnot been terminated, the excess shall be refunded Consenting Lenders agree not to seek additional adequate protection pursuant to sections 363 and 361 of the Borrower. If such Event of Default is cured Bankruptcy Code or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerotherwise.

Cash Collateral. In addition If the Borrower is required pursuant to the terms of this Agreement or any other provision under this Agreement requiring Loan Document to Cash Collateral to be providedCollateralize any LC Obligations, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted Borrower shall deposit in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 account with the Administrative Agent or the 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount in cash equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as 100% of the date amount of such Cash Collateral is provided)LC Obligations. The Borrower hereby grants to Such deposit shall be held by the Administrative Agent, Agent as collateral for the benefit payment and performance of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C 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, HOWEVER, that (i) the Administrative Agent shall not be required to make any 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 be subjected to a first priority perfected security interest in favor of the Administrative 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 Administrative Agent. The Borrower shall indemnify the Administrative Agent for any losses relating to such investments in Cash Equivalents. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of applied by the Administrative Agent and to reimburse the Issuing Lender immediately for drawings under Letters of Credit and, if the benefit maturity of the Revolving Credit Lenders under Loans has been accelerated, to satisfy the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionLC Obligations. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject Borrower is required to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total provide an amount of such funds is less than the L/C Exposure, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, cash collateral hereunder as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, a result of an amount equal to the excess Event 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 drawing of any Letter of Credit for which funds are on deposit as Cash CollateralDefault, such funds shall be applied, amount (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 not applied 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, the amount of any Cash Collateral (including any accrued interest thereonaforesaid) shall be refunded 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 shall be returned to the Borrower.

Cash Collateral. In addition If ▇▇▇▇▇▇▇▇▇ is required pursuant to any other provision under the terms of this Agreement requiring to Cash Collateral to be providedCollateralize any LC Obligations, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter of Credit and such drawing has resulted ▇▇▇▇▇▇▇▇▇ shall deposit in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 account with the Administrative Agent or an amount in cash equal to 100% of the 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Dollar Amount of all L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined LC Obligations. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the date such Cash Collateral is provided). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing that secure any of its L/C 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 ▇▇▇▇▇▇▇▇▇, invest amounts deposited in such account in Cash Equivalents; provided, however, that (i) the Administrative Agent shall not be required to make any 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 be subjected to a first priority perfected security interest in favor of the Administrative Agent for the benefit of the Creditors 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 Administrative Agent. ▇▇▇▇▇▇▇▇▇ shall indemnify the Administrative Agent for any losses relating to such investments in Cash Equivalents. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Lenders immediately for drawings under Letters of Credit and, if the benefit maturity of the BorrowerLoans has been accelerated, to satisfy the LC Obligations. Cash Collateral If ▇▇▇▇▇▇▇▇▇ is required to provide an amount of cash collateral hereunder as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be maintained in accounts satisfactory returned to ▇▇▇▇▇▇▇▇▇ within three Business Days after all Events of Default have been cured or waived. ▇▇▇▇▇▇▇▇▇ hereby pledges and assigns to the Administrative Agent, in the name of the Administrative Agent for its benefit and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C ExposureCreditors, the Borrower will, forthwith upon demand by cash collateral account established hereunder (and all monies and investments held therein) to secure the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the 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 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 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 thereon) shall be refunded to the BorrowerObligations.

Cash Collateral. In addition On the Termination Date or upon any demand from time to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the 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 time by Administrative Agent or the Required Revolving Credit Lenders or the Required Lendersat any time while a Default exists, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) 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 provide to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, a security interest in all such casheither (i) cash collateral, deposit accounts, Cash Collateral Account and all balances therein and all proceeds or (ii) back-up letters 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 benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory credit reasonably acceptable to the Administrative Agent, in the name an aggregate amount equal to one hundred percent (100%) of the LC Exposure (calculated at the then-current Dollar-Equivalent of such amount) existing on the date of such demand. Such cash (and all interest thereon) and letters of credit shall constitute collateral for all LCs. Any cash collateral deposited, and all interest earned thereon, shall be held by Administrative Agent and for invested and reinvested at the benefit expense and the written direction of Borrower, in United States Treasury Bills with maturities of no more than ninety (90) days from the Revolving Credit Lenders under date of investment. In the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at absence of any time the such direction from Borrower, Administrative Agent determines that any shall invest the funds held in the cash collateral account (so long as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total aggregate amount of such funds is less than exceeds any relevant minimum investment requirement) in one or more types of investments with such maturities as Administrative Agent may specify, pending application of such funds on account of any other Obligation, as the L/C Exposure, the Borrower will, forthwith upon demand by the case may be. All such investments shall be made in Administrative Agent's name for the account of the Credit Parties, pay subject to the ownership interest therein of Borrower. Administrative Agent, as additional funds to be deposited and Agent may liquidate any investment held in the deposit accounts specified by cash collateral account in order to apply the proceeds of such investment on account of any of the Obligation if such Obligation is then due and payable without regard to whether such investment has matured and without liability for any penalty or other fee incurred (with respect to which Borrower hereby agrees to reimburse Administrative Agent, an amount equal to the excess ) as a result 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 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 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 thereon) shall be refunded to the Borrowerapplication.

Cash Collateral. In addition If the Borrower is required pursuant to the terms of this Agreement or any other provision under this Agreement requiring Loan Document to Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any 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 Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility Expiration Date, Collateralize any L/C Obligation for any reason remains outstandingObligations, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize shall deposit in an account (which may be the L/C Obligations pursuant Cash Collateral Account under the Security Agreement) with the Senior Collateral Agent an amount in cash equal to Section 8.02(c) or (iv) an Event 105% of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all such L/C Obligations (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined Obligations. Such deposit shall be held by the Senior Collateral Agent as collateral for the payment and performance of the date such Cash Collateral is provided). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest in all such 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 Senior Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Senior Collateral Agent will, at the request of the Borrower, invest amounts deposited in such account in Cash Equivalents; provided, however, that (i) the Senior Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Senior Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Senior 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 Senior Collateral Agent. The Borrower shall indemnify the Senior Collateral Agent for any losses relating to such investments in Cash Equivalents. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Senior Collateral Agent to reimburse the L/C Issuers immediately for drawings under the applicable Letters of Credit and, 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 a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.08(a) or 2.09(b)(i), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower upon demand; provided that, after giving effect to such return, (i) the aggregate Revolving Outstandings would not exceed the Revolving Committed Amount and (ii) no Default or Event of Default shall have occurred and be continuing. If the Borrower is required to deposit an amount of cash collateral hereunder pursuant to Section 2.09(b)(ii), (iii), (iv) or (v), interest or profits thereon (to the extent not applied as aforesaid) shall be returned to the Borrower after the full amount of such deposit has been applied by the Senior Collateral Agent to reimburse the L/C Issuer for drawings under Letters of Credit. The Borrower hereby pledges and assigns to the Senior Collateral Agent, for its benefit and the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C ExposureIssuers and the Revolving Lenders, the Borrower will, forthwith upon demand by the Administrative Agent, pay cash collateral account established hereunder (and all monies and investments held therein) to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such secure all 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 Obligations and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the BorrowerRevolving Loans.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, or (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation in respect of the applicable Revolving Facility for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the 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 (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuingshall, then the Borrower shall in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (under such Revolving Facility. At any time that there shall exist a Defaulting Lender, within one Business Day, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to cover (i) 103% of all Fronting Exposure of such Outstanding Amount plus Defaulting Lender after giving effect to Section 2.17(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided)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. The Borrower Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers Issuer and the Revolving Credit Lenders under (including the Revolving Credit FacilitySwingline Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided or that the total amount of such funds Cash Collateral is less than 103% of the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower willand the relevant Defaulting Lender shall, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Section 2.03, 2.04, 2.05, 2.06, 2.17, 8.02 or 8.04 in respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific L/C Obligations or Swingline Loans, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be 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 Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Section 8.01(a), (f) or (g) or an amount equal to Event of Default (and following application as provided in this Section 2.16 may be otherwise applied in accordance with Section 8.04) and (y) the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) Issuer or the total amount of fundsSwingline Lender, if anyas applicable, then held as may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.

Cash Collateral. In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the relevant 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 for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, or (ii) if, as of the 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 Borrower shall, in each case, promptly deliver to the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower Cash Collateral in an amount sufficient to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event cover 103% of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (Obligations. At any time that there shall exist a Defaulting Lender, promptly upon the request of the Administrative Agent or the applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount equal sufficient to cover 103% of all Fronting Exposure of such Outstanding Amount plus Defaulting Lender after giving effect to Section 2.17(a)(iv) and any accrued or unpaid fees thereon determined as of the date such Cash Collateral is providedprovided by such Defaulting Lender. (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked deposit accounts at the Administrative Agent or the Collateral Agent (or other financial institution selected by any of them). The Borrower hereby grants Borrower, and to the extent provided by any Lender, such Lender, hereby grant to (and subject to the control of) the Administrative Agent and the Collateral Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers Issuer and the Revolving Credit Lenders under the Revolving Credit FacilityLenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlforegoing, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account all as security for the benefit of the Borrower. obligations to which such Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that any funds held as Cash Collateral are is subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) as herein provided or that the total amount of such funds Cash Collateral is less than the L/C Exposureapplicable Fronting Exposure and other obligations secured thereby, the Borrower willand the relevant Defaulting Lender shall, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative AgentAgent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Section 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 specific L/C Obligations, obligations to fund participations therein (including, as additional funds to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided prior to any other application of such property as may be deposited and held in provided for herein. (d) Cash Collateral (or the deposit accounts specified appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be 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 Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Section 8.01(a), (f) or (g) or an amount equal to Event of Default (and following application as provided in this Section2.16 may be otherwise applied in accordance with Section 8.04) and (y) the excess of (a) such Person providing Cash Collateral and the applicable L/C Exposure over (b) the total amount of funds, if any, then held as Issuer may agree that Cash Collateral that the Administrative Agent reasonably determines shall not be released but instead held to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the L/C support future anticipated Fronting Exposure plus costs incidental thereto and so long as no or 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, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrowerobligations.