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 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 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 (in an amount equal Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to such Outstanding Amount plus any accrued deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with 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 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 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 aggregate Outstanding Amount of all L/C ExposureObligations, 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 LawLaws, 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 providedUpon the request of the Administrative Agent, (i) if the relevant any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing 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 L/C Obligations or unpaid fees thereon determined as of otherwise in an amount and/or in a manner reasonably acceptable to the date such applicable L/C Issuer. Sections 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral is provided)hereunder. The Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of the such 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 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 subject to any right or claim of any Person other than the Administrative Agent (on behalf and Liens arising by operation of the Secured Parties) or Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C ExposureObligations, 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 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 LawLaws, to reimburse the relevant such 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 Notwithstanding anything to the contrary herein or in 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 application for a Letter of Credit Credit, after the occurrence and such drawing has resulted in an L/C Borrowing during the continuance of Default, the Borrower shall, upon the Agent's demand, deliver to the Agent for reasons the benefit of the Lenders and the Issuing Banks, cash, or other than the failure collateral of a Revolving Credit Lender type satisfactory 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, having a value, as applicabledetermined by such Lenders, require equal to the Borrower to Cash Collateralize aggregate outstanding L/C Obligations. In addition, if the Revolving Credit Availability is at any time less than the amount of contingent 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 continuingoutstanding at any time, then the Borrower shall Cash Collateralize deposit cash collateral with the then Outstanding Amount of all L/C Obligations (Agent in an amount equal to the amount by which such Outstanding Amount plus any accrued or unpaid fees thereon determined L/C Obligations exceed such Revolving Credit Availability. Any such collateral shall be held by the Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the date such Cash Collateral is provided). The Borrower hereby grants to the Administrative Agent, Agent for the benefit of the Lenders and the Issuing Banks as collateral security for the Borrower's obligations in respect of this Agreement and each of the Letters of Credit and L/C Issuers and Drafts. Such amounts shall be applied to reimburse the Revolving Issuing Banks for drawings or payments under or pursuant to Letters of 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 or L/C Obligations. The Administrative Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountdetermine. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral If no Default shall be maintained continuing, amounts remaining in accounts satisfactory any cash collateral account established pursuant to the Administrative Agent, this SECTION 3.10 which are not to be applied to reimburse an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in the name respect of the Administrative Agent and for the benefit a Letter 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 ExposureDraft, shall be returned to the Borrower will, forthwith upon demand by (after deduction of the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held 's expenses incurred in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) connection with 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 Borrowercash 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 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 Notwithstanding anything to the contrary herein or in 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 application for a Letter of Credit Credit, after the occurrence and such drawing has resulted in an L/C Borrowing for reasons other than during the failure continuance of a Revolving Credit Lender Default, the Borrower shall, upon the Administrative Agent’s demand, deliver 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 and the Issuing Banks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Revolving Lenders, equal to 105.0% of the aggregate outstanding L/C Obligations. In addition, but without duplication of amounts deposited pursuant to the foregoing sentence, if the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If Availability is at any time less than the amount of contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with 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 105.0% of the excess of (a) amount by which such L/C Exposure over (b) the total amount of funds, if any, then Obligations exceed such Revolving Credit Availability. Any such collateral shall be held as Cash Collateral that by the Administrative Agent reasonably determines in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Revolving Lenders and the Issuing Banks as collateral security for the Borrower’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts. Such amounts shall be applied to reimburse the Issuing Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be free and clear applied to reimburse the Issuing Banks for amounts actually paid or to be paid by the Issuing Banks in respect of any such right and claim. Upon the drawing of any a 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 or 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 continuingDraft, the excess shall be refunded returned promptly to the Borrower. If Borrower (after deduction of the Administrative Agent’s reasonable out-of-pocket expenses incurred in connection with such Event cash collateral account) as the Letters 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 BorrowerCredit expire.

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 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 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. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with 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 in an aggregate amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as 105% of the date L/C Obligations (“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 blocked 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 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 aggregate Outstanding Amount of all L/C ExposureObligations, 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 LawLaws, 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 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 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, 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 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) 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 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 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 and the failure of conditions set forth in Section 4.02 to a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing cannot then be met, 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 Lendersrelevant Borrower shall, as applicablewithin three Business Days, 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 of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be) or, in the case of clause (ii), provide a back-to-back letter of credit in a face amount at least equal to the then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably satisfactory to the L/C Issuer. Unless at the option of the Company, Cash Collateral is provided)was deposited in the foreign currency in which the applicable Letter of Credit was issued, the Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. The Borrower hereby grants For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuers Issuer and the Revolving Credit Lenders under Lenders, as collateral for 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 , cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent shall and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term 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 Borrowercorresponding meanings. 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 a Cash Equivalents at its sole discretionCollateral Account. 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 rights or claims of the Administrative Agent (on behalf arising by operation of the Secured Parties) law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C ExposureObligations, 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 AgentCash Collateral Account, 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 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 aggregate Outstanding Amount of all L/C Exposure plus costs incidental thereto 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 BorrowerBorrowers.

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 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 and the failure of conditions set forth in Section 4.02 to a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing cannot then be met, 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 Lendersrelevant Borrower shall, as applicablewithin three Business Days, 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 of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be) or, in the case of clause (ii), provide a back-to-back letter of credit in a face amount at least equal to the then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably satisfactory to the relevant L/C Issuer. Unless at the option of the Company, Cash Collateral is provided)was deposited in the foreign currency in which the applicable Letter of Credit was issued, the Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. The Borrower hereby grants 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 Issuers Issuer and the Revolving Credit Lenders under Lenders, as collateral for 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 , cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent shall and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term 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 Borrowercorresponding meanings. 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 a Cash Equivalents at its sole discretionCollateral Account. 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 rights or claims of the Administrative Agent (on behalf arising by operation of the Secured Parties) law or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C ExposureObligations, 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 AgentCash Collateral Account, 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 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 aggregate Outstanding Amount of all L/C Exposure plus costs incidental thereto 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 BorrowerBorrowers.

Cash Collateral. In addition If the reallocation described in Section 2.22(a)(iv) cannot, or can only partially, be effected, the Borrower shall, without prejudice to any other provision under this Agreement requiring Cash Collateral right or remedy available to be providedit hereunder or at law, (i) if immediately upon 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 request of the Letter of Credit Facility Expiration DateAdministrative Agent, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the Administrative Agent Issuing Bank or the Required Revolving Credit Lenders or the Required LendersSwing Line Lender, as applicable, require the Borrower to fully Cash Collateralize the L/C Obligations pursuant Issuing Bank’s and Swing Line Lender’s Fronting Exposure (after giving effect to Section 8.02(c2.22(a)(iv) 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 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 Citizens Bank of Pennsylvania. 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 Issuing Bank 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. Cash Collateral shall be maintained in accounts satisfactory obligations 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 which such cash collateral may be invested in readily available Cash Equivalents at its sole discretionapplied pursuant to this paragraph. If at any time the Administrative Agent determines that any funds held as Cash Collateral are cash collateral 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 (as applicable) 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. Cash collateral provided under any of this Section 2.22 or any other provision of this Agreement 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. 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 (ii) the Administrative Agent’s good faith determination that there exists excess cash collateral; provided, an amount equal to however, that cash collateral furnished by or on behalf of a Loan Party shall not be released during the excess continuance of a Default (aand following application as provided in this Section 2.22(b) such L/C Exposure over (b) may be otherwise applied as required 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, 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 If (A) as of the earlier of: (i) thirty (30) days prior to the Stated Maturity Date and (ii) the Maturity Date, any Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, or (B) any other provision circumstances under this Credit Agreement or the other Loan Documents occurs requiring the Borrower Parties to Cash Collateralize any Letters of Credit, then, in each case, the Borrower Parties shall promptly Cash Collateralize in an amount equal to the Minimum Collateral Amount or, in the case of sub-clause (B) above, such amount expressly required by the terms of this Credit Agreement or other Loan Document, to the Administrative Agent for the benefit of the Secured Parties, to be held by the Administrative Agent as Cash Collateral subject to the terms of this clause (h) and any security agreement, control agreement and other documentation requested by the Administrative Agent to be executed in connection with opening a Cash Collateral Account for the purpose of holding such Cash Collateral. All Cash Collateral to be provided, (iprovided by the Borrower Parties pursuant to this Section 2.07(h) if the relevant L/C Issuer has honored any full or partial drawing under any Letter shall be in Dollars. All Cash Collateral with respect to Letters of Credit shall be funded by the proceeds of Capital Calls and such drawing has resulted not from any other source. Cash Collateral held in an L/C Borrowing for reasons other than a Cash Collateral Account shall be applied by the failure of a Revolving Credit Lender Administrative Agent to fulfill its obligations under clause (c)(ii) above, (ii) if, as the reimbursement of the Letter of Credit Facility Expiration Date, any L/C Obligation Issuer for any reason remains outstandingpayment made by it of drafts drawn under the outstanding Letters of Credit, (iii) if any Event of Default occurs and is continuing and the Administrative Agent 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. 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 Required Revolving Credit Lenders or the Required Lendersbalance, as applicableif any, require of Cash Collateral held in a Cash Collateral Account pursuant to this clause (h) shall be returned to 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)Parties. The Borrower Parties 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 each 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 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 LendersCompany 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 Obligations. Section 2.04 and Section 8.02 set forth certain additional requirements to such Outstanding Amount plus any accrued deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.04 and Section 8.02, “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 such Cash Collateral is providedL/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 Company 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 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 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 aggregate Outstanding Amount of all L/C ExposureObligations, the Borrower Company 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 LawLaws, 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 Upon the relevant written request of the Administrative Agent or the applicable 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) aboveIssuer, (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 continuingwithin one Business Day after such request, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such deliver Cash Collateral is provided)hereunder. The Borrower hereby grants For purposes of this Agreement, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the applicable L/C Issuers and the Revolving Credit Lenders under Lenders, as collateral for the Revolving Credit FacilityL/C Obligations, cash or deposit account balances in an amount equal to 103% of the Outstanding Amount of all L/C Obligations, pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and such L/C Issuers (which documents are hereby consented to by the Lenders). The Borrowers hereby grant to the Collateral Agent a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that to secure any of its L/C all Obligations. The Such cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America, except that Permitted Investments of the type listed in clause (a) of the definition thereof may be made at the request of the Lead Borrower at the option and in the sole discretion of the Administrative Agent shall have exclusive dominion (and control, including at the exclusive right of withdrawal, over such account. Interest Borrowers’ risk and expense); and 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 reasonably determines that any funds held as Cash Collateral 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 aggregate Outstanding Amount of all L/C ExposureObligations, 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 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 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 Collateralcash collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant applicable L/C Issuer. To Issuer and, to the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and not so long as no other Event of Default has occurred and is continuingapplied, the excess shall thereafter be refunded applied, to the Borrower. If such Event of Default is cured or waived and no extent permitted under applicable Law, to satisfy 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 LC Issuer, (i) if the relevant L/C LC 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) aboveLC Borrowing, or (ii) if, as of the thirtieth day prior to the Letter of Credit Facility Expiration Date, any L/C 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 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 such Cash Collateral is provided)LC Obligations. 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 Facility, Collateral Agent a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds thereof. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America except that, other than during the continuance of an Event of Default, Permitted Investments of the foregoing that secure any type listed in Section 7.02(b) may be made at the request of its L/C Obligations. The Administrative the Lead Borrower at the option and in the sole discretion of the Collateral Agent shall have exclusive dominion (and control, including at the exclusive right of withdrawal, over such account. Interest Borrowers’ risk and expense) and 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 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 the L/C Exposureaggregate Outstanding Amount of all LC Obligations, 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 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 Collateral 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 LawLaws, to reimburse the relevant L/C Issuer. To LC Issuer and, to the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and not so long as no applied, shall thereafter be applied to satisfy 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 BorrowerSecured 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 If any Letter of Credit is outstanding at any time after or during (i) the occurrence and such drawing has resulted in during the continuation of an L/C Borrowing for reasons other than the failure Event of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveDefault, (ii) if, as demand by Administrative Agent for payment of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstandingLiabilities as provided in Section 11.2, (iii) if this Agreement has terminated for any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lendersreason, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event the amount of Default set forth the aggregate outstanding principal balance of the Revolving Loans plus Letter of Credit Obligations exceeds the Borrowing Base or (v) prepayment of the Liabilities under Section 8.01(f2.10 and termination of this Agreement (but with any Letter of Credit remaining outstanding), each Issuing Lender may (in its sole and absolute discretion) or (g) occurs request of Borrower, and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal promptly deliver 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 such Issuing Lender, cash collateral for any Letter of 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 an amount equal to 100% of the foregoing that secure any undrawn face amount of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlsuch Letters of Credit outstanding at such time (“Cash Collateralize” or “Cash Collateralization”), 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 Agentexcept, in the name case of the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may clause (iv), such cash collateral shall 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 (x) of the sum of (aA) such L/C Exposure the aggregate principal balance of the Revolving Loans plus (B) the Letter of Credit Obligations over (by) the total amount of funds, if any, then held as Cash Collateral that the Borrowing Base. If Borrower fails to deliver such cash collateral to Administrative Agent reasonably determines promptly upon such Issuing Lender’s request for such cash collateral, Administrative Agent may, for the benefit of such Issuing Lender, without in any way limiting Administrative Agent’s rights or remedies arising from such failure to be free deliver cash, retain, as cash collateral, cash proceeds of the Collateral in an amount equal to such cash collateral not delivered by Borrower. Each Issuing Lender or Administrative Agent may at any time apply any or all of such cash and clear cash collateral to the payment of any such right and claim. Upon or all of the drawing Liabilities relating to the Revolving Loans, including, without limitation, to the payment of any or all of Borrower’s reimbursement obligations with respect to any Letter of Credit or any other Letter of Credit Obligations. Pending such application, Administrative Agent may (but is not obligated to) (a) invest the same in a savings account, under which deposits are available for immediate withdrawal, with Administrative Agent or such other bank as Administrative Agent may, in its sole and absolute discretion select or (b) hold the same as a credit balance in an account with Administrative Agent in Borrower’s name. Interest payable on any such savings account described in the foregoing sentence will be collected by Administrative Agent and will be paid to Borrower as it is received by Administrative Agent less any fees or other amounts owing by Borrower to Issuing Lender or Administrative Agent with respect to any Letter of Credit and less any amounts necessary to pay any of the Liabilities which funds are may be due and payable at such time. Administrative Agent has no obligation to pay interest on deposit any credit balances in any account opened for Borrower as Cash Collaterala result of this Section 6.8. If Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of any of the events described in clause (i) or clause (iv) above in this Section 6.8, such funds shall be applied, amount (or the appropriate portion thereof) to the extent permitted under applicable Law, not applied as aforesaid shall upon Borrower’s written request be released and returned to reimburse the relevant L/C Issuer. To the extent the amount Borrower within five (5) Business Days after Administrative Agent’s receipt of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so such request as long as no other Event of Default the event causing such cash collateral to be provided has occurred and is continuingbeen cured, the excess shall be refunded to the Borrower. If such Event of Default is cured eliminated 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 Borroweras determined by Administrative Agent.

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) ifIf, 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 (in an amount equal to such 103% of the Outstanding Amount plus any accrued or unpaid fees thereon determined as of all L/C Obligations, pursuant to documentation in form and substance reasonably satisfactory to the date such Agent and the L/C Issuer (which documents are hereby Consented to by the Lenders). Sections 2.05, 2.06(c) and 8.02(c) set forth certain additional requirements to deliver Cash Collateral is provided)hereunder. 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 accounts and all balances therein and all proceeds of the foregoing that to secure any of its L/C all 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 Such cash collateral shall be maintained in blocked, non-interest bearing deposit accounts satisfactory to at Citizens Bank; provided that interest may be earned on the Administrative Agentinvestment of such deposits, which investments shall be made at the option and in the name sole discretion of the Administrative Agent and for (at the benefit request of the Revolving Credit Lenders under Borrower and at the Revolving Credit Facility Borrower’s risk and may be invested in readily available Cash Equivalents at its sole discretionexpense). If at any time the Administrative 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 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 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 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 Collateralcash collateral, such funds shall be appliedapplied to reimburse the L/C Issuer and, to the extent permitted under applicable Lawnot so applied, shall thereafter be applied to reimburse satisfy other Obligations. The Agent may, at any time and from time to time after the relevant L/C Issuer. To the extent the amount initial deposit of any Cash Collateral, request that additional Cash Collateral exceeds be provided in order to protect against the L/C Exposure plus costs incidental thereto and so long as no other Event results 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 Borrowerexchange rate fluctuations.

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 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 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. Sections 2.04, 2.05(c) and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.04, Section 2.05(c) and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Lender, for the benefit of the Credit Parties, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to such one hundred and three (103%) of the Outstanding Amount plus any accrued or unpaid fees thereon determined as of all L/C Obligations, pursuant to documentation in form and substance satisfactory to the date such Cash Collateral is provided)Lender and the L/C Issuer. 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, Lender a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that to secure any of its L/C all 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 Such cash collateral shall be maintained in blocked, non-interest bearing deposit accounts satisfactory to at Bank of America under the Administrative Agent, in the name sole and exclusive dominion and control 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 discretionLender. If at any time the Administrative Agent Lender determines that any funds held as Cash Collateral cash collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) Lender 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 AgentLender, pay to the Administrative AgentLender, 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 cash collateral that the Administrative Agent reasonably Lender 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 appliedapplied to reimburse the L/C Issuer and, to the extent permitted under applicable Lawnot so applied, shall thereafter be applied to reimburse the relevant L/C Issuer. To satisfy other Obligations, as and to the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto such other Obligations shall then be due 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 Borrowerpayable.

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 providedUpon the request of the Administrative Agent, (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 LendersLead 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 (in an amount equal Obligations. Sections 2.05 and 8.02(iii) set forth certain additional requirements to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such deliver Cash Collateral is providedhereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(iii). The Borrower hereby grants , “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the applicable L/C Issuers Issuer and the Revolving Credit Lenders under with L/C Participations, as collateral for the applicable L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and such L/C Issuer (which documents are hereby consented to by the Revolving Credit FacilityLenders with L/C Participations). Derivatives of such term have corresponding meanings. The Borrowers hereby grant to the Administrative Agent, for the benefit of each L/C Issuer and the Revolving Credit Lenders, a 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 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 discretionCitibank. If at any time the Administrative Agent reasonably 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 aggregate Outstanding Amount of all such L/C ExposureObligations, the Lead 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 such 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 LawLaws, 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 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 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) ifIf, 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 promptly Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such 103% of the Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants all L/C Obligations, pursuant to documentation in form and substance satisfactory to the Administrative Agent, for the benefit of Agent and the L/C Issuers Issuer. Sections 2.05, 2.06(c) and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. The Borrowers hereby grant to the Revolving Credit Lenders under the Revolving Credit Facility, Agent a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that to secure any of its L/C all 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 Such cash 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 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 aggregate Outstanding Amount of all L/C ExposureObligations, 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 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 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 Collateralcash collateral, such funds shall be appliedapplied to reimburse the L/C Issuer and, to the extent permitted under applicable Lawnot so applied, shall thereafter be applied to reimburse satisfy other Obligations. Notwithstanding anything to the relevant L/C Issuer. To contrary in this Agreement, the extent remaining balance of 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 will be refunded returned to the Borrower. If such Event Borrowers when all Letters of Default is cured Credit have been terminated or waived discharged, all Commitments have been terminated and no all Obligations (other Event than contingent Obligations that by their terms survive the termination of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonthis Agreement) shall be refunded to the Borrowerhave been paid in full in immediately available funds.

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 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 Applicable 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 Administrative Agent or the L/C Issuer may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with 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 in currencies acceptable to the Administrative Agent pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Applicable 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 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 discretionJPMCB. 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 aggregate Outstanding Amount of L/C ExposureObligations, the Applicable Borrower willwill forthwith, 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 Agentat JPMCB as aforesaid, an amount equal to the excess of (ai) such L/C Exposure aggregate Outstanding Amount over (bii) 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 Notwithstanding the extent foregoing or anything to the amount contrary set forth herein, a Letter of any Credit may extend beyond the Maturity Date if Cash Collateral exceeds Collateralized on terms and conditions acceptable to the Administrative Agent and the L/C Exposure plus costs incidental thereto Issuer 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 such cash collateral equals at least 105% of the Borrowerface amount of the applicable Letter of Credit.

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) ifIf, 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 such 105% of the Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants all L/C Obligations, pursuant to documentation in form and substance satisfactory to the Administrative Agent, for the benefit of Agent and the L/C Issuers Issuer (which documents are hereby Consented to by the Lenders). Sections 2.05, 2.06(c) and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. The Borrowers hereby grant to the Revolving Credit Lenders under the Revolving Credit Facility, Agent a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that to secure any of its L/C all Obligations. The Administrative Such cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America except that Permitted Investments of the type listed in clauses (a) through (e) of the definition thereof may be made at the request of the Lead Borrower at the option and in the sole discretion of the Agent shall have exclusive dominion (and control, including at the exclusive right of withdrawal, over such account. Interest Borrowers’ 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 discretion. account] If at any time the Administrative 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 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 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 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 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 Collateralcash collateral, such funds shall be appliedapplied to reimburse the L/C Issuer and, to the extent permitted under applicable Lawnot so applied, shall thereafter be applied 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 satisfy 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 the event that the Issuing Bank has issued any other provision under this Agreement requiring Cash Collateral to be providedLetter of Credit, at any time after (i) if the relevant L/C Issuer has honored occurrence of a Default, (ii) demand by Agent for payment of the Liabilities as provided in Subsection 9.1 hereof, (iii) there exists no unpaid principal balance of the Liabilities, (iv) this Agreement shall terminate for any full reason pursuant to Subsection 2.15 hereof, (v) the amount of (a) the aggregate outstanding principal balance of the Revolving Loans plus the aggregate undrawn face amount of Letters of Credit outstanding shall exceed the amount of (b) the Current Asset Base plus the sum of the undrawn face amount of any Letters of Credit outstanding, or partial drawing (vi) termination of the Revolving Commitments, Agent may request of any Borrower for whose account a Letter of Credit was issued, and such Borrower thereupon shall deliver to Agent, cash collateral for any or all outstanding Letters of Credit in an amount equal to the aggregate undrawn face amount of such Letters of Credit. If any Borrower fails to deliver such cash collateral to Agent promptly upon Agent's request therefor, Agent may, without limiting Agent's rights or remedies arising from such failure to deliver cash, retain, as cash collateral, cash proceeds of the Collateral in an amount equal to the aggregate undrawn face amount of all Letters of Credit then outstanding. Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of the Liabilities, including, without limitation, to the payment of any or all of any Borrower's reimbursement obligations with respect to any Letter of Credit or any other Letter of Credit Obligations. Pending such application, Agent may (but shall not be obligated to) (i) invest the same in a savings account, under which deposits are available for immediate withdrawal, with ANB or such other bank as Agent may, in its sole discretion select, or (ii) hold the same as a credit balance in an account with ANB in a Borrower's name. Interest payable on any such savings account described in the foregoing sentence shall be collected by Agent and shall be paid to such Borrower as it is received by Agent less any fees or other amounts owing by such Borrower to the Issuing Bank, Agent and any Lender with respect to 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 less any amounts necessary to fulfill its obligations under clause (c)(ii) above, (ii) if, as pay any of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs Liabilities which may be due 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 payable at such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided)time. 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, no obligation to pay interest on such investments shall accumulate any credit balances in such any account opened for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory any Borrower 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 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 Borrowerthis Agreement.

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, 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 providedUpon the request of the Administrative Agent, (i) if the relevant L/C Issuer Issuing Lender 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, (ii) if, as of the Letter of Credit Facility Expiration Date, any L/C Obligation for any reason remains outstanding, or (iii) if if, at any Event time, any Class A Lender is an Impacted Lender (but only to the extent 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 unfunded portion of such Impacted Lender’s share of such L/C Obligations pursuant to Section 8.02(c) Obligation), Borrower or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the relevant Co-Borrower shall immediately Cash Collateralize the then Outstanding Amount outstanding amount of all L/C Obligations the Letter of Credit Usage (in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon outstanding amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). In addition, the Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral is provided)be provided in order to protect against the results of exchange rate fluctuations. The Borrower hereby grants For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuers Issuing Lender and the Revolving Class A Lenders, as collateral for the then outstanding amount of the Letter of Credit Lenders under Usage, Cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Revolving Credit FacilityAdministrative Agent and the Issuing Lender (which documents are hereby consented to by the Class A Lenders). Derivatives of such term have corresponding meanings. Borrower and Co-Borrowers hereby grant to the Administrative Agent, for the benefit of the Issuing Lender 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 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. Any 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 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 Stated 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 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 (h) and any security agreement, control agreement and other documentation requested by the Administrative Agent to be executed in connection with opening a Cash Collateral Account for the purpose of holding such Cash Collateral. All Cash Collateral to be provided by the Borrowers pursuant to this Section 2.14(h) shall be in currencies of the related Letters of Credit. All such Cash Collateral 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. 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 (h) 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, 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 Letter of Credit has an expiry date 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 no later than 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 applicable Issuing Banks 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, paragraph (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 applicable 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 paragraph, 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 applicable Letters of Credit shall have been returned to the applicable Issuing Banks and shall have been cancelled.

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 an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) abovethat has not been repaid or reimbursed in accordance with Section 2.03(c), 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 Borrowers 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 applicable L/C Obligations (in an amount equal Obligations. Sections 2.04 and 8.02(iii) set forth certain additional requirements to such Outstanding Amount plus any accrued deliver Cash Collateral hereunder. For purposes of this Agreement and the other Loan Documents, “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 such Cash Collateral is providedapplicable L/C Issuers and the Appropriate 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 applicable L/C Issuers (which documents are hereby consented to by the Revolving Credit Lenders). The Derivatives of such term have corresponding meanings. Each applicable 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 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 at Xxxxx Fargo Bank, the Canadian Reference Bank or such other commercial bank to the Administrative Agent, in the name of which the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested consent in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent reasonably 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 or such other commercial bank to which the Secured PartiesAdministrative Agent has consented as described in the preceding sentence) or that the total amount of such funds is less than the aggregate Outstanding Amount of all applicable L/C ExposureObligations, the Borrower Borrowers will, forthwith upon within one Business Day of 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 LawLaws, 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 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 Sec tion 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 ObligationsFronting Exposure or other obligations. The Administrative Agent (3) Reallocation of Commitments . Notwithstanding anything in this Agreement to the contrary, it shall have exclusive dominion and control, including be within the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit sole determination of the BorrowerCanadian Issuing Lender or the US Issuing Lender, as applicable, as to whether it is agreeable to issue any new Letters of Credit or extend or renew any expiring Letters of Credit. Cash Collateral So long as there is a Non - Funding Lender, the Borrowers may continue to request the issuance of Letters of Credit and the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of Credit. Each Lender that is not a Non - Funding Lender shall be maintained in accounts satisfactory deemed to the Administrative Agent, in the name have increased their Proportionate Share of the Administrative Agent and for the benefit of the Revolving Credit Lenders Commitments under the Canadian Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If at any time or the Administrative Agent determines that any funds held US Revolving Facility, as Cash Collateral are subject applicable, (but not their aggregate Commitment) with respect to any right or claim such Letter of any Person other than the Administrative Agent (on behalf of the Secured Parties) or Credit only, such that the total amount aggregated Commitments 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 Lenders in respect of each such Letter of Credit shall 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 Commitments in respect of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateralhad the Non - Funding Lender not been a Non - Funding Lender. With respect to such Letter of Credit references in Sec tion 5.02 to the Lenders, and the indemnification of the Lenders, such funds shall references will be applieddeemed not to apply to any Non - Funding Lender. Subject to Section 13.17 , 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.no

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 any Letter of Credit and such drawing has resulted in an Obligations or Eligible Trade L/C Borrowing Obligations, whether or not then due and payable, shall for reasons other any reason be outstanding on the Commitment Termination Date, or if L/C Availability is less than zero or would be reduced to less than zero upon the failure incurrence of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the additional 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 Obligations 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 Eligible Trade L/C Obligations (an "L/C Availability Short-Fall"), Borrower will pay to Agent for the benefit of the Lenders cash or cash equivalents acceptable to Agent ("Cash Equivalents") in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as the greater of (1) 100% of the date such Cash Collateral is provided). The Borrower hereby grants maximum then available to the Administrative Agent, be drawn under each applicable Letter of Credit or Eligible Trade L/C outstanding for the benefit of Borrower, plus such amount as Agent may request to cover fees, costs and expenses (including attorneys' fees and expenses) which may be incurred with respect thereto in the case of cash collateral to be provided on the Commitment Termination Date or (2) in the amount of the L/C Issuers Availability Short-Fall in the case where L/C Availability is or would be reduced to less than zero. Such funds or Cash Equivalents shall be held by Agent in a cash collateral account (the "Cash Collateral Account") maintained at a bank or financial institution acceptable to agent. The Cash Collateral Account shall be in the name of Agent (as a cash collateral account), and the Revolving Credit Lenders shall be under the Revolving Credit Facilitysole dominion and control of Agent and subject to the terms of this Schedule B. Borrower hereby pledges and grants to Agent, on behalf of Lenders, 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 any Letter of its Credit Obligations, Eligible Trade L/C Obligations and other Obligations, whether or not then due. The Administrative This Agreement, including this Schedule B, shall constitute a security agreement under applicable law. From time to time after funds or cash equivalents are deposited in the Cash Collateral Account by Borrower, 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 Agent may elect, as shall be or shall become due and payable by Borrower to the Lenders with respect to such Letter of Credit Obligations or Eligible Trade L/C Obligations and, upon the satisfaction in full of all Letter of Credit Obligations or Eligible Trade L/C Obligations of Borrower outstanding at the Commitment Termination Date or otherwise upon elimination of the L/C Availability Short-Fall, to any other Obligations of Borrower then due and payable. All sums remaining after application of funds from the Cash Collateral Account as herein provided shall be returned to Borrower. Agent shall have exclusive dominion at the direction of Borrower invest the funds in the Cash Collateral Account in short term investments issued or fully guaranteed by the United States government or an agency thereof, and controlto the extent not applied to the Obligations as provided herein, including the exclusive right of withdrawal, over such account. Interest or profitsinterest and earnings thereon, 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 property 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 If the Borrower is required pursuant to the terms of this Agreement or any other provision under this Agreement requiring Finance 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 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 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; provided that such indemnity shall not be available to the extent that such losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Collateral Agent. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Collateral Agent to reimburse the L/C 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 2.09(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 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 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 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 BorrowerFinance Obligations.

Cash Collateral. In addition If the Company 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, the Company shall deposit in an account (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 which may be the L/C Obligations pursuant Cash Collateral Account under the Security Agreement) with the Collateral Agent an amount in cash equal to Section 8.02(c) or (iv) an Event 102% 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 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 Company, 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 Company 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 BorrowerCompany, subject to the provisions contained in this SECTION 2.05(j). Cash Collateral Moneys in such account shall be maintained in accounts satisfactory applied by the 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 Company 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 Company within three Business Days after all Events of Default have been cured or waived. If the Company 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 Company 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 Company 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 Company 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 Company 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 At any other provision under this Agreement requiring Cash Collateral to be providedtime that there shall exist a Defaulting Lender, (i) if within one 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(cAgent) 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 1.9(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 promptly upon written demand by the Administrative Agent, pay or provide to Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to Section 1.9(a) and any Cash Collateral provided by the Defaulting Lender). Notwithstanding anything to the Administrative Agentcontrary contained in this Agreement, Cash Collateral provided under this Section 1.13 or Section 1.9 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of 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 pursuant to this Section 1.13 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by Agent and LC Issuer 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 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 (A) 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 1.13 may be otherwise applied in accordance with Section 1.17) 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, (B) the amount of any Person providing Cash Collateral (including any accrued interest thereon) and LC Issuer or Swingline 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) ifIf, 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 such 105% of the Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided). The Borrower hereby grants all L/C Obligations, pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, for the benefit of Agent and the L/C Issuers and Issuer (which documents are hereby consented to by the Revolving Credit Lenders under Lenders). The Borrowers hereby grant to the Revolving Credit Facility, Agent a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that to secure any of its L/C all 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 Such cash 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 reasonably determines that any funds held as Cash Collateral 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 aggregate Outstanding Amount of all L/C ExposureObligations, 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 Agentas cash collateral, an amount equal to the excess of (ax) such aggregate Outstanding Amount of all L/C Exposure Obligations over (by) the total amount of funds, if any, then held as Cash Collateral 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 Collateralcash collateral, such funds shall be appliedapplied to reimburse the L/C Issuer and, to the extent permitted under applicable Lawnot so applied, shall thereafter be applied to reimburse the relevant L/C Issuer. To satisfy other Loan Agreement Obligations and other Obligations to the extent applied pursuant to Section 8.03 hereof. After all such Letters of Credit shall have expired or been fully drawn upon, all reimbursement obligations shall have been satisfied and all other obligations of the amount of any Cash Collateral exceeds Borrowers hereunder and under the L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingLoan Documents shall have been paid in full, the excess balance, if any, in such cash collateral account shall be refunded returned to the Borrower. If Borrowers (or 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 Person as may be refunded to the Borrowerlawfully entitled thereto).

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 Notwithstanding anything to the contrary --------------- herein or in any other provision under this Agreement requiring Cash Collateral to be providedapplication for any Letter of Credit, (ia) if after the relevant occurrence and during the continuance of a Default or (b) to the extent necessary in connection with any mandatory reduction of the Aggregate Revolving Loan Commitment pursuant to Section 2.5.11, each Borrower with outstanding L/C Issuer has honored any full -------------- Obligations shall, upon the Agent's demand or partial drawing under any Letter if earlier, at the time of the applicable mandatory reduction of the Aggregate Revolving Loan Commitment pursuant to Section 2.5.11 or mandatory prepayment or repayment of Loans -------------- pursuant to Section 2.5.3, as the case may be, deliver to the Agent for the ------------- benefit of the Lenders, cash collateral in an amount equal to the aggregate outstanding L/C Obligations of such Borrower, or in connection with a deposit made pursuant to the foregoing clause (b), such lesser amount of the outstanding ---------- L/C Obligations of such Borrower as shall satisfy the requirements of Section ------- 2.5.11 or Section 2.5.3, as applicable. Any such collateral shall be held by ------ ------------- the Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and such drawing has resulted retained by the Agent for the benefit of the Lenders as collateral security for the applicable Borrower's obligations in an respect of this Agreement and the Letters of Credit and L/C Borrowing Drafts. Such amounts shall be applied to reimburse the Agent or each Issuing Lender for reasons other than drawings or payments under or pursuant to the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter Letters of Credit Facility Expiration Dateor L/C Drafts, or if no such reimbursement is required, to payment of any other due and unpaid costs, fees, expenses and other Obligations related to the Letters of Credit, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs Drafts and is continuing and the Administrative Agent or the Required Revolving Credit Lenders or the Required Lenderssuch cash collateral account, as applicablethe Agent shall determine. If no Default shall be continuing, require amounts remaining in any cash collateral account established pursuant to this Section 2.6.4 pursuant ------------- to clause (a) above which are not to be applied to reimburse the Borrower to Cash Collateralize Agent for ---------- amounts drawn under the Letters of Credit or L/C Obligations pursuant to Section 8.02(c) Drafts 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 Agentpayment of related costs, for the benefit of the L/C Issuers fees, expenses and the Revolving Credit Lenders under the Revolving Credit Facilityother Obligations then due and payable as described above, 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 returned to the Borrower. If In addition, if the conditions giving rise to a deposit of cash collateral pursuant to clause (b) ---------- above cease to exist, any amounts remaining in any cash collateral account established pursuant to this Section 2.6.4 pursuant to such Event clause (b) which are ------------- ---------- not to be applied to reimburse the Agent for amounts drawn under the Letters of Default is cured Credit or waived L/C Drafts or to the payment of related costs, fees, expenses and no other Event of Default is Obligations then occurring due and continuingpayable as described above, shall be returned to the amount applicable Borrower. Investment earnings (net of any Cash Collateral (including unpaid costs, fees, expenses and other Obligations related to the Letters of Credit, any accrued interest thereonL/C Drafts and such cash collateral account) on amounts on deposit in the cash collateral account shall be refunded for the account of the Borrower, and the Agent shall remit any such accrued earnings to the BorrowerBorrower no less frequently than quarterly.

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 Notwithstanding anything to the contrary herein or in 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 application for any Letter of Credit, after the occurrence and during the continuance of a Default, the Borrower shall, upon the Agent’s demand, provide Cash Collateralization of the Letters 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 deliver 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 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 that secure any of its aggregate outstanding L/C Obligations. The Administrative Any such collateral shall be held by the Agent shall have exclusive dominion in a separate, interest-bearing account appropriately designated as a cash collateral account in relation to this Agreement and control, including the exclusive right Letters of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account Credit and retained by the Agent for the benefit of the Borrower. Cash Collateral shall be maintained in accounts satisfactory to Issuers and the Administrative Agent, in the name of the Administrative Agent and Lenders as collateral security for the benefit Borrower’s obligations in respect of this Agreement and the Revolving Letters of 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, Drafts. Such amounts shall be applied to reimburse the Borrower will, forthwith upon demand by the Administrative Agent, pay applicable Issuer for drawings or payments under or pursuant 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 Letters of (a) such Credit or L/C Exposure over (b) Drafts, or if no such reimbursement is required, to payment of any other due and unpaid costs, fees, expenses and other Obligations related to the total amount Letters of fundsCredit, if anyany L/C Drafts and such cash collateral account, then held as Cash Collateral that the Administrative Agent reasonably determines shall determine in consultation with the Issuers. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 2.20.4 which are not 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, applied to reimburse the relevant applicable Issuer for amounts drawn under the Letters of Credit or L/C Issuer. To Drafts or to the extent the amount payment of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto related costs, fees, expenses and so long other Obligations as no other Event of Default has occurred and is continuingdescribed above, the excess shall be refunded returned to the Borrower. If Investment earnings (net of investment losses and any unpaid costs, fees, expenses and other Obligations related to the Letters of Credit, any L/C Drafts and such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, cash collateral account) on amounts on deposit in the amount of any Cash Collateral (including any accrued interest thereon) cash collateral account shall be refunded for the account of the Borrower, and the Agent shall remit any such accrued earnings to the BorrowerBorrower no less frequently than quarterly.

Cash Collateral. In addition If Borrower is required 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 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(cthe Agreement prior to the Commitment Termination Date, Borrower will pay to Agent for the benefit of Tranche A Revolving Lenders cash or cash equivalents acceptable to Agent ("Cash Equivalents") 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 103% of the date such maximum amount then available to be drawn under each applicable Letter of Credit outstanding. Such funds or Cash Equivalents shall be held by Agent in a cash collateral account (the "Cash Collateral is provided)Account") maintained at a bank or financial institution acceptable to Agent. Cash Equivalents acceptable to Agent shall include those investments described in Section 6.2(b)(i)-(v) hereof. The Cash Collateral Account shall be in the name of Borrower hereby grants and shall be pledged to, and subject to the Administrative control of, Agent, for the benefit of the L/C Issuers Agent and the Tranche A Revolving Credit Lenders under the Lenders, in a manner reasonably satisfactory to Agent. Borrower hereby pledges and grants to Agent, on behalf of Tranche A Revolving Credit FacilityLenders, 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 any Letter of its L/C Credit Obligations and other Obligations, whether or not then due. The Administrative Agent shall have exclusive dominion and controlAgreement, including this Annex B, shall constitute a security agreement under applicable law. If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the exclusive right Commitment Termination Date, Borrower shall either (i) provide cash collateral therefor in the manner described above, or (ii) cause all such Letters of withdrawalCredit and guaranties thereof to be canceled and returned, over or (iii) deliver a stand-by letter (or letters) of credit in guarantee of such account. Interest Letter of Credit Obligations, which stand-by letter (or profitsletters) of credit shall be of like tenor and duration (plus thirty (30) additional days) as, if any, on such investments shall accumulate and in such account for the benefit an amount equal to 103% of the Borrower. Cash Collateral aggregate maximum amount then available to be drawn under, the Letters of Credit to which such outstanding Letter of Credit Obligations relate and shall be maintained in accounts issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to the Administrative Agent, 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 From time to time after funds are deposited in the Administrative Agent determines that any funds held as Cash Collateral are subject Account by Borrower, whether before or after the Commitment Termination Date, 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 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, to any right or claim of other Obligations then due and payable. Neither Borrower nor any Person other than the Administrative Agent (claiming on behalf of or through Borrower shall have any right to withdraw any of the Secured Parties) funds 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 Cash Equivalents 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 Account, except that upon the Administrative Agent reasonably determines to be free and clear termination of any such right and claim. Upon the drawing of any all Letter of Credit for which Obligations and the payment of all amounts payable by Borrower to Tranche A Revolving Lenders in respect thereof, any funds are on deposit as remaining in the Cash Collateral, such funds Collateral Account shall be appliedapplied to other Obligations when due and owing and upon payment in full of such Obligations, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the any remaining 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 paid to the Borrower. If such Event of Default is cured Borrower 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 Borroweras otherwise required by law.

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 an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing 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) the Company shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. In addition, if any Event Revolving Credit Lender shall become a Defaulting Lender, then upon a request of Default occurs and is continuing and the Administrative Agent (made on behalf of itself or at the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the direction of any 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 continuingIssuer), then the Borrower Company shall immediately Cash Collateralize all of such Defaulting Lender’s Pro Rata Share of the then Outstanding Amount of all L/C Obligations (in an amount equal to such Defaulting Lender’s Pro Rata Share of such Outstanding Amount plus any accrued or unpaid fees thereon Amount, determined as of the date of such request from the Administrative Agent. Section 2.05 and Section 8.02 set forth certain additional requirements to deliver Cash Collateral is providedhereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02, “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 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 Company 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 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 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 discretionJPMorgan. 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 aggregate Outstanding Amount of all L/C ExposureObligations, the Borrower Company 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 LawLaws, 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 BorrowerIssuers.

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 If a Cash Collateral to be provided, Event as described in clause (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, or (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 continuingdefinition thereof shall have occurred, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (immediately 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 Lenders, an amount in Dollars equal to 100% of the Revolving Credit Lenders under aggregate LC Exposure of all Banks on the Revolving Credit Facility, a security interest in all date of such cash, deposit accounts, Cash Collateral Account Event plus all accrued and all balances therein and all proceeds unpaid interest thereon. If a Cash Collateral Event as described in clause (iv) of the foregoing definition thereof shall have occurred, then the Borrower shall immediately deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in Dollars at least equal to the amount of the LC Exposure of such Defaulting Lender; provided, however, that secure any in the event such Cash Collateral Event arises as a result of its L/C Obligationsa Bank becoming a Defaulting Lender by not making a payment to an Issuing Bank in respect of an LC Disbursement, then the Borrower shall immediately (x) pay to the Administrative Agent for the benefit of such Issuing Bank the amount owed in respect of such LC Disbursement, and (y) deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in Dollars at least equal to the remaining amount of the LC Exposure of such Defaulting Lender. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same, provided that, at the request of the Borrower, such deposits shall be invested by the Administrative Agent in direct short term obligations of, or in other short term obligations which are unconditionally guaranteed with respect to all principal thereof and interest thereon by, the United States of America, in each case maturing no later than the latest Letter of Credit expiry date. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account 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 each Issuing Bank, on a pro rata basis, 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 under applicable Lawnot so applied, 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 held for the satisfaction of the reimbursement obligations of the Borrower or applicable Co-Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the 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 BorrowerBorrowers under this Agreement.

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 an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing 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) the Company shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. In addition, if any Event Revolving Credit Lender shall become a Defaulting Lender, then upon a request of Default occurs and is continuing and the Administrative Agent (made on behalf of itself or at the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the direction of any 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 continuingIssuer), then the Borrower Company shall immediately Cash Collateralize all of such Defaulting Lender’s Pro Rata Share of the then Outstanding Amount of all L/C Obligations (in an amount equal to such Defaulting Lender’s Pro Rata Share of such Outstanding Amount plus any accrued or unpaid fees thereon Amount, determined as of the date of such request from the Administrative Agent). Section 2.05 and Section 8.02 set forth certain additional requirements to deliver Cash Collateral is providedhereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02, “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 (collectively, “Cash Collateral”) 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 Company 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 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 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 discretionJPMorgan. 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 aggregate Outstanding Amount of all L/C ExposureObligations, the Borrower Company 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 LawLaws, 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 BorrowerIssuers.

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, (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 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, (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) Upon the request of the Administrative Agent, (i) if the relevant an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) aboveBorrowing, (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 Availability is less than zero after giving effect to the prepayment 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 outstanding Loans pursuant to Section 8.02(c) 2.04(b), or (iv) an Event of Default set forth if any demand for Cash Collateralization has been made under Section 8.01(f) or (g) occurs and is continuing8.02(c), then the Borrower Borrowers 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, as the case may be). Sections 2.04 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral is providedhereunder. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or any L/C Issuer, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.14(a)(iv) and any Cash Collateral provided by the Defaulting Lender). The Borrower Borrowers hereby grants grant to the Administrative Agent, for the benefit of each of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facilityother Secured Parties, 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 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 discretionMontreal. 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 Borrowers or the relevant Defaulting Lender will, forthwith promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent, as Agent additional funds to be deposited and held Cash Collateral in the deposit accounts specified by the Administrative Agent, an amount equal sufficient to the excess of (a) eliminate 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 Borrowerdeficiency.

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, (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 Upon the relevant L/C Issuer has honored any full or partial drawing under any Letter occurrence and during the continuation 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(f6.1 or at such time as, pursuant to the terms hereof, Administrative Agent and the Lenders have accelerated the Obligations and upon the request of Administrative Agent (acting at the direction of the relevant LC Issuing Bank or Required Lenders) or at such other times as Borrower shall, or shall be required, by the terms hereof to provide Cash Collateral, Borrower shall immediately Cash Collateralize the LC Exposure in an amount not less than total LC Exposure. At any time that there shall exist a Defaulting Lender, immediately upon the written request of Administrative Agent or any applicable LC Issuing Bank or Swingline Lender (g) occurs and is continuingin each case, then the with a copy to Administrative Agent), Borrower shall Cash Collateralize the then Outstanding Amount relevant LC Exposure of all L/C Obligations such LC Issuing Bank or the relevant Swingline Exposure of such Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving effect to Section 2.11.3 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 of not less than the date such amount required by Section 2.11. All Cash Collateral is provided)shall be maintained in blocked deposit accounts at Administrative Agent. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers applicable Lenders, LC Issuing Banks and the Revolving Credit Lenders under the Revolving Credit FacilitySwingline 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 Obligationsforegoing, as security for the Obligations for which such Cash Collateral has been provided hereunder. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccounts. Other than any interest earned on the investment of such deposits, such deposits shall not bear interest, and investments of such deposits shall be made by Administrative Agent at Borrower’s direction, risk and expense; provided that, at any time a Default has occurred and is continuing, any such investment shall be made at the option of and sole discretion of Administrative Agent (but at Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borroweraccounts. Cash Collateral Moneys in such accounts 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 applied by Administrative Agent (on behalf i) in the case 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 Cash Collateral provided pursuant 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 Lawfirst sentence above, to reimburse the relevant L/C Issuer. To LC Issuing Bank for Drawing Payments for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of any contingent Reimbursement Obligations with respect to outstanding Letters of Credit and (ii) in the case of Cash Collateral provided pursuant to the second sentence above, to the obligations of the relevant Defaulting Lender for which such Cash Collateral has been provided. If Borrower is required to provide an amount of any Cash Collateral exceeds hereunder as a result of the L/C Exposure plus costs incidental thereto occurrence of an Event of Default, such amount (to the extent not applied as aforesaid or to any other Obligations hereunder) shall be returned to Borrower, within three Banking Days after all Events of Default have been cured or waived and all amounts due and payable to Administrative Agent and the Lenders hereunder have been paid. If Borrower is required to provide an amount of Cash Collateral hereunder as a result of a Lender becoming a Defaulting Lender, so long as no other Event of Default has shall have occurred and is be continuing, such amount (to the excess extent not applied as aforesaid or to any other Obligations hereunder) shall be refunded returned to Borrower, within three Banking Days after such Lender ceases to be a Defaulting Lender (as provided in the Borrowerlast paragraph of Section 2.11) or such Lender has been replaced pursuant to Section 2.9.2. If such In addition, upon the occurrence and during the continuation of an Event of Default is cured under Section 6.1.3, Administrative Agent (acting at the direction of the relevant LC Issuing Banks or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest thereonRequired Lenders) shall be refunded entitled to cancel all outstanding Letters of Credit any time at least 30 days after delivery to the BorrowerLC Beneficiary of each Letter of Credit that will be canceled a written notice of such intent to cancel, whereupon the LC Beneficiary shall be entitled to draw upon the applicable Letter of Credit in accordance with its terms.

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 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 Applicable 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 Administrative Agent or the L/C Issuer may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), "Cash Collateralize" means to pledge and deposit with 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 in currencies acceptable to the Administrative Agent pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Applicable 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 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 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 aggregate Outstanding Amount of L/C ExposureObligations, the Applicable Borrower willwill forthwith, 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 Agentat Bank of America as aforesaid, an amount equal to the excess of (ai) such L/C Exposure aggregate Outstanding Amount over (bii) 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 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, (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 immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to such Outstanding Amount plus any accrued deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with 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, 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 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 aggregate Outstanding Amount of all L/C ExposureObligations, 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 LawLaws, 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 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 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 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 Notwithstanding anything to the contrary herein or in any other provision under application for a Letter of Credit, upon payout or termination of this Agreement requiring Cash Collateral to be provided, (i) if in full in cash or upon the relevant L/C Issuer has honored any full or partial drawing under any issuance of an Extended Letter of Credit Credit, the Borrower shall, on the Business Day that it receives Agent’s demand, deliver to the Agent for the benefit of the Lenders and such drawing has resulted in an L/C Borrowing for reasons the Issuing Banks, cash, or other than the failure collateral of a Revolving Credit Lender type satisfactory 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, having a value, as applicabledetermined by such Lenders, require equal to one hundred five percent (105%) of the Borrower to Cash Collateralize aggregate Dollar Amount of the outstanding L/C Obligations (or, in the case of an Extended Letter 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 in respect thereof). In addition, if the Revolving Credit Availability is continuing, then at any time less than the Borrower shall Cash Collateralize the then Outstanding Dollar Amount of all contingent L/C Obligations (outstanding at any time, the Borrower shall deposit cash collateral with the Agent in Dollars in an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as one-hundred five percent (105%) of the date Dollar Amount by which such Cash Collateral is provided)L/C Obligations exceed such Revolving Credit Availability. The Borrower hereby grants Any such collateral shall be held by the Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Administrative Agent, Letters of Credit and retained by the Agent for the benefit of the Lenders and the Issuing Banks as collateral security for the Borrower’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Issuers and Drafts. Such amounts shall be applied to reimburse the Revolving Issuing Banks for drawings or payments under or pursuant to Letters of 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 or L/C Obligations. The Administrative Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountdetermine. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borrower. Cash Collateral If no Default shall be maintained continuing, amounts remaining in accounts satisfactory any cash collateral account established pursuant to the Administrative Agent, this Section 3.11 which are not to be applied to reimburse an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in the name respect of the Administrative Agent and for the benefit a Letter 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 ExposureDraft, shall be returned to the Borrower will, forthwith upon demand by within one (1) Business Day (after deduction of the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held ’s expenses incurred in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) connection with 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 Borrowercash collateral account).

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 and during the continuation 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(f6.1 or at such time as, pursuant to the terms hereof, Administrative Agent and the Lenders have accelerated the Obligations and upon the request of Administrative Agent (acting at the direction of the relevant LC Issuing Bank or Required Lenders) or at such other times as Borrower shall, or shall be required, by the terms hereof to provide Cash Collateral, Borrower shall immediately Cash Collateralize the LC Exposure in an amount not less than total LC Exposure. At any time that there shall exist a Defaulting Lender, immediately upon the written request of Administrative Agent or any applicable LC Issuing Bank or Swingline Lender (g) occurs and is continuingin each case, then the with a copy to Administrative Agent), Borrower shall Cash Collateralize the then Outstanding Amount relevant LC Exposure of all L/C Obligations such LC Issuing Bank or the relevant Swingline Exposure of such Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving effect to Section 2.11.3 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 of not less than the date such amount required by Section 2.11. All Cash Collateral is provided)shall be maintained in blocked deposit accounts at Administrative Agent. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers applicable Lenders, LC Issuing Banks and the Revolving Credit Lenders under the Revolving Credit FacilitySwingline 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 Obligationsforegoing, as security for the Obligations for which such Cash Collateral has been provided hereunder. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccounts. Other than any interest earned on the investment of such deposits, such deposits shall not bear interest, and investments of such deposits shall be made by Administrative Agent at Borrower’s direction, risk and expense; provided that, at any time a Default has occurred and is continuing, any such investment shall be made at the option of and sole discretion of Administrative Agent (but at Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account for the benefit of the Borroweraccounts. Cash Collateral Moneys in such accounts 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 applied by Administrative Agent (on behalf i) in the case 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 Cash Collateral provided pursuant 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 Lawfirst sentence above, to reimburse the relevant L/C Issuer. To LC Issuing Bank for Drawing Payments for which it has not been reimbursed and, to the extent not so applied, shall be held for the amount satisfaction of any contingent Reimbursement Obligations with respect to outstanding Letters of Credit and (ii) in the case of 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 provided pursuant to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuingsecond sentence above, the amount of any Cash Collateral (including any accrued interest thereon) shall be refunded to the Borrower.the

Cash Collateral. In addition Notwithstanding anything to the contrary herein or in 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 application for a Letter of Credit Credit, after the occurrence and such drawing has resulted in an L/C Borrowing for reasons other than during the failure continuance of a Revolving Credit Lender Default, the Borrower shall, upon the Administrative Agent’s demand, deliver 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 and the Issuing Banks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Revolving Lenders, equal to 105.0% of the aggregate outstanding L/C Obligations. In addition, but without duplication of amounts deposited pursuant to the foregoing sentence, if the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If Availability is at any time less than the amount of contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with 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 105.0% of the excess of (a) amount by which such L/C Exposure over (b) the total amount of funds, if any, then Obligations exceed such Revolving Credit Availability. Any such collateral shall be held as Cash Collateral that by the Administrative Agent reasonably determines in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Revolving Lenders and the Issuing Banks as collateral security for the Borrower’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts. Such amounts shall be applied to reimburse the Issuing Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this ‎Section 3.11 which are not to be free and clear applied to reimburse the Issuing Banks for amounts actually paid or to be paid by the Issuing Banks in respect of any such right and claim. Upon the drawing of any a 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 or 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 continuingDraft, the excess shall be refunded returned promptly to the Borrower. If Borrower (after deduction of the Administrative Agent’s reasonable out-of-pocket expenses incurred in connection with such Event cash collateral account) as the Letters 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 BorrowerCredit expire.

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 an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) abovethat has not been repaid or reimbursed in accordance with Section 2.03(c), 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 Borrowers 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 applicable L/C Obligations in an amount equal to 105% of the L/C Obligations (in the case of L/C Obligations relating to Letters of Credit denominated in an Approved Foreign Currency) or 100% of the other L/C Obligations. Sections 2.04 and 8.02(iii) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Agreement and the other Loan Documents and notwithstanding anything to the contrary contained in this Agreement or any other Loan Documents, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the applicable L/C Issuers and the Appropriate Lenders, as collateral for the L/C Obligations, cash or deposit account balances (in Dollars or an Approved Foreign Currency reasonably acceptable to the Administrative Agent and the applicable L/C Issuer) an amount equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as 105% of the date such Cash Collateral is providedL/C Obligations relating to Letters of Credit denominated in an Approved Foreign Currency or 100% of the other L/C Obligations, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers (which documents are hereby consented to by the Revolving Credit Lenders). The Derivatives of such term have corresponding meanings. Each applicable 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 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 at Xxxxx Fargo Bank, the Canadian Reference Bank or such other commercial bank to the Administrative Agent, in the name of which the Administrative Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested consent in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent reasonably 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 or such other commercial bank to which the Secured PartiesAdministrative Agent has consented as described in the preceding sentence) or that the total amount of such funds is less than the aggregate Outstanding Amount of all applicable L/C ExposureObligations (or, in the case of any L/C Obligations relating to Letters of Credit denominated in an Approved Foreign Currency, 105% of such aggregate Outstanding Amount of such L/C Obligations), the Borrower Borrowers will, forthwith upon within one Business Day of 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 aggregate Outstanding Amount of L/C Obligations (or, in the case of any L/C Obligations relating to Letters of Credit denominated in an Approved Foreign Currency, 105% of such aggregate Outstanding Amount of such L/C Exposure Obligations), 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 LawLaws, 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 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 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 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 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 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 providedUpon the request of the Administrative Agent, (i) if the relevant an L/C Issuer has honored any full or partial drawing request under any Letter of Credit issued by such L/C Issuer 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 Borrower shall, in each case, promptly upon demand by 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 the applicable currency of such L/C Obligations. Sections 2.06 and 8.02(c) set forth certain additional requirements to such Outstanding Amount plus any accrued deliver Cash Collateral hereunder. For purposes of this Section 2.04, Section 2.06 and Section 8.02(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 applicable L/C Issuer and the applicable Lenders, as collateral for the L/C Obligations, cash or deposit account balances (collectively “Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers (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 and the Revolving Credit Lenders under the Revolving Credit Facilityapplicable 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 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 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 claimat JPMorgan Chase Bank. Upon the drawing request of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be appliedthe Borrower, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent that the amount of any Cash Collateral exceeds the aggregate Outstanding Amount of all L/C Exposure plus costs incidental thereto and so long as no other Event of Default has occurred and is continuingObligations required to be Cash Collateralized, the excess shall be promptly refunded to the Borrower. If such Event In addition, upon request of Default is cured the Borrower, following the cessation, cure or waived and no other Event waiver of Default is then occurring and continuingany event of condition giving rise to an obligation to Cash Collateralize under this Agreement, the amount of any Cash Collateral (including any accrued interest thereon) shall promptly 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 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 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 If Borrowers are required to provide cash collateral for all or any portion of the relevant L/C Issuer has honored any full or partial drawing under any aggregate Letter of Credit and such drawing has resulted in Usage pursuant to the Agreement, including after the occurrence of an L/C Borrowing Event of Default, the Borrowers will pay to the Collateral Agent for reasons other than the failure of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as ratable benefit of the Letter of Credit Facility Expiration DateAgents, 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 Issuers and the Lenders entitled thereto cash or cash equivalents acceptable to Section 8.02(cthe Administrative Agent (“Cash Collateral”) 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 105% of the date amount of the aggregate Letter of Credit Usage to be cash collateralized (and any Borrowing Base Cash Collateral then posted with the Collateral Agent in accordance with the terms of this Agreement shall thereafter (1) upon the request of the Administrative Borrower, be deemed included in all such Cash Collateral is providedand (2) to the extent included in such Cash Collateral, shall cease to be Borrowing Base Cash Collateral for all purposes of this Agreement and shall no longer be included in the calculation of the Borrowing Base). The Borrower parties agree that the Collateral Agent is hereby grants authorized to transfer from the account(s) containing Borrowing Base Cash Collateral to the Cash Collateral Account, any Borrowing Base Cash Collateral that the Administrative Borrower shall request to be included in Cash Collateral hereunder. Such Cash Collateral shall be held by the Collateral Agent and pledged to, and subject to the control of, the Collateral Agent, for the benefit of the Agents, the Lenders and the L/C Issuers entitled thereto, in a cash collateral account (the “Cash Collateral Account”) maintained at a bank or financial institution acceptable to the Administrative Agent. The Borrowers hereby pledge and grant to the Collateral Agent, on behalf of the Agents, the Lenders and the Revolving Credit Lenders under the Revolving Credit FacilityL/C Issuers, a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds thereof, as security for the payment of all amounts due 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 CollateralUsage and other Obligations, such funds whether or not then due. The Agreement, including this Annex A, shall be applied, to the extent permitted constitute a security agreement 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 Borrowerlaw.

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 Borrowers in the Required Revolving Credit Lenders or the Required Lenders, as applicable, require the Borrower to applicable Fund Group 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 Borrowers 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) provided by the Borrowers in the applicable Fund Group 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 Borrowers of the applicable Fund Group, 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 Borrowers in the applicable Fund Group 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 a Borrower and (ii) fifteen (15) Business Days to the extent that it is necessary for a Borrower in the applicable Fund Group to issue Capital Call Notices (and such 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 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.3.9

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 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 Maturity Date, any L/C Competitive Letter of 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 LendersACS, and, as applicable, require each Borrowing Subsidiary (but only to the Borrower to Cash Collateralize extent of Competitive Letters of Credit issued for the L/C Obligations pursuant to Section 8.02(caccount of such Borrowing Subsidiary or its Subsidiaries) 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 dollar Equivalent of the Outstanding Amount of all L/C Obligations such Competitive Letter of Credit Obligations. For purposes of this Section 2.6(k) and Section 7.11(c) (in an amount equal with respect to such Outstanding Amount plus any accrued Competitive Letter of Credit Obligations), “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 Competitive Letter of Credit Issuers, as collateral for the Competitive Letter of Credit Obligations of ACS and each Borrowing Subsidiary (but only to the extent of Competitive Letters of Credit issued for the account of such Cash Collateral is providedBorrowing Subsidiary or its Subsidiaries), cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Competitive Letter of Credit Issuers (which documents are hereby consented to by the Lenders). The ACS and each other Borrower (by executing an Additional Borrower Notice and Assumption) hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Competitive 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 foregoing, (but in the case of its L/C Obligations. The Administrative Agent shall have exclusive dominion and controlBorrowing Subsidiaries, including only to the exclusive right extent of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account Competitive Letters of Credit issued for the benefit account of the Borrowersuch Borrowing Subsidiary or its Subsidiaries). Cash Collateral Five Year Competitive Advance and Revolving Credit Facility Agreement shall be maintained in blocked, non-interest bearing deposit accounts satisfactory to at JPMorgan and all such accounts shall be in the exclusive dominion and control of 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 as of any time Revaluation Date, the Administrative Agent determines that any funds amount held as Cash Collateral are subject to any right or claim of any Person other than under this Section 2.6(k)(vii) exceeds the Administrative Agent (on behalf then Dollar Equivalent of the Secured Parties) or that the total amount Outstanding Amount of such funds is less than the L/C Exposureall Competitive Letter 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 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 ACS may request that the Administrative Agent reasonably determines to be free and clear of any release such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as excess Cash Collateral, and, if upon such funds request no Default then exists, the Administrative Agent shall be applied, promptly release (and is hereby authorized by the Competitive Lenders to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any so release) such excess 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 BorrowerACS.

Cash Collateral. In addition Notwithstanding anything to the contrary herein or in 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 application for a Letter of Credit Credit, after the occurrence and such drawing has resulted in an L/C Borrowing for reasons other than during the failure continuance of a Revolving Credit Lender Default, the Borrower shall, upon the Administrative Agent’s demand, deliver 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 and the Issuing Banks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Revolving Lenders, equal to 105.0% of the aggregate outstanding L/C Obligations. In addition, but without duplication of amounts deposited pursuant to the foregoing sentence, if the Revolving Credit Facility and may be invested in readily available Cash Equivalents at its sole discretion. If Availability is at any time less than the amount of contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with 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 105.0% of the excess of (a) amount by which such L/C Exposure over (b) the total amount of funds, if any, then Obligations exceed such Revolving Credit Availability. Any such collateral shall be held as Cash Collateral that by the Administrative Agent reasonably determines in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Revolving Lenders and the Issuing Banks as collateral security for the Borrower’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts. Such amounts shall be applied to reimburse the Issuing Banks for drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine. If no Default shall be continuing, amounts remaining in any cash collateral account established pursuant to this Section 3.11 which are not to be free and clear applied to reimburse the Issuing Banks for amounts actually paid or to be paid by the Issuing Banks in respect of any such right and claim. Upon the drawing of any a 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 or 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 continuingDraft, the excess shall be refunded returned promptly to the BorrowerBorrower (after deduction of the Administrative Agent’s reasonable out-of-pocket expenses incurred in connection with such cash collateral account) as the Letters of Credit expire. 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.82 #98412540v7

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 Letter of Credit has an expiry date 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 or such earlier date as shall be requested by the applicable Issuing Bank 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 applicable Issuing Banks 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, paragraph (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 ALLETE Credit Agreement 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 applicable 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 paragraph, 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 applicable Letters of Credit shall have been returned to the applicable Issuing Banks 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 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 If any other provision under this Agreement requiring Cash Collateral to Event of Default shall occur and be providedcontinuing, (i) or 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 remains outstanding after five (5) Business Days prior to 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 Maturity Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and then on the Business Day that the Borrower Representative receives notice from the Administrative Agent or the Required Revolving Credit Lenders or demanding the Required Lendersdeposit of cash collateral pursuant to this paragraph, as applicable, require the Borrower U.S. Borrowers shall Cash Collateralize all Letters of Credit; provided that the obligation to Cash Collateralize all Letters of Credit shall become effective immediately, without demand or other notice of any kind, upon the L/C Obligations pursuant to Section 8.02(c) or (iv) an occurrence of any Event of Default set forth under Section 8.01(fwith respect to any Borrower described in clause (e) or (g) occurs and is continuingof Article VII. For the purposes of this Agreement, then “Cash Collateralize” shall mean, with respect to any Letter of Credit, the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (deposit in U.S. Dollars 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 Revolving Lenders (the Revolving Credit Lenders under the Revolving Credit Facility“LC Collateral Account”), 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 any amount of its L/C the LC Exposure in respect of such Letter of Credit issued and outstanding on such date plus accrued and unpaid interest thereon. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the U.S. Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such accountdeposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the U.S. Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the benefit satisfaction of the Borrowerreimbursement obligations of the U.S. Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Revolving Lenders), be applied to satisfy other Secured Obligations. If the U.S. Borrowers are required to Cash Collateral Collateralize Letters of Credit solely as a result of the occurrence of an Event of Default, the cash collateral (to the extent not applied as aforesaid) shall be maintained returned to the U.S. Borrowers within three (3) Business Days after all such Events of Default have been waived as confirmed in accounts satisfactory to writing by the Administrative Agent. In each case, the U.S. Borrowers hereby irrevocably authorize 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 , on the U.S. Borrowers’ behalf and in any time U.S. Borrowers’ name, to open the Administrative Agent determines that LC Collateral Account and to make and maintain deposits in such account or in an account opened by a U.S. Borrower, in any funds held as Cash Collateral are subject amount required to any right be made by the U.S. Borrowers, out of the proceeds of Collateral, from a Revolving Borrowing, or claim out of any Person other than the Administrative Agent (on behalf funds 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 U.S. Borrowers coming into the Administrative Agent, pay ’s or any Revolving Xxxxxx’s possession at any time. Any net return on such cash or investments shall be credited to the Administrative Agent, as such account and constitute additional funds cash collateral. No Borrower may withdraw any amount credited 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 claimaccount except as expressly set forth above. 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.k)

Cash Collateral. In addition Bankers’ Acceptances. With respect to any other provision under this Agreement requiring the prepayment or Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored any full or partial drawing under any Letter Collateralization of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure unmatured Bankers’ Acceptances required as a result 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(c7.2(e) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing12.4, then the Borrower shall provide for the funding in full of such unmatured Bankers’ Acceptances by paying to and depositing with the Agent Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount Collateral for each such unmatured Bankers’ Acceptances equal to such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date face amount payable at maturity thereof; such Cash Collateral is provided). The deposited by the Borrower hereby grants to shall be held by the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility, a security interest Agent in all such cash, deposit accounts, an interest-bearing Cash Collateral Account and all balances therein and all proceeds with interest to be credited to the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such Cash Collateral Account shall be assigned to the Agent as security for the obligations of the foregoing that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion Borrower in relation to such Bankers’ Acceptances 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 security of the BorrowerAgent thereby created shall rank in priority to all other Liens and adverse claims against such Cash Collateral. Such Cash Collateral shall be maintained in accounts satisfactory applied to satisfy the Administrative Agent, in the name obligations of the Administrative Borrower for such Bankers’ Acceptances as they mature and the Agent and is hereby irrevocably directed by the Borrower to apply any such Cash Collateral to such maturing Bankers’ Acceptances. Amounts held in such Cash Collateral Accounts may not be withdrawn by the Borrower without the consent of the Lenders; however, interest on such deposited amounts shall be for the benefit account of the Revolving Credit Lenders under the Revolving Credit Facility Borrower 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, withdrawn by 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 continuing. If after maturity of the Bankers’ Acceptances for which such funds are held and continuing, application ‑ 79 ‑ by the amount Agent of any the amounts in such Cash Collateral (including Accounts to satisfy the obligations of the Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any accrued interest thereon) excess remains, such excess shall be refunded promptly paid by the Agent to the BorrowerBorrower so long as no Default or Event of Default is then continuing.

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) ifIf, 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. Sections 2.04, 2.05(c) and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.04, Section 2.05(c) and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Lender, for the benefit of the Credit Parties, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to such one hundred and three (103%) of the Outstanding Amount plus any accrued or unpaid fees thereon determined as of all L/C Obligations, pursuant to documentation in form and substance satisfactory to the date such Cash Collateral is provided)Lender and the L/C Issuer. 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, Lender a security interest in all such cash, deposit accounts, Cash Collateral Account accounts and all balances therein and all proceeds of the foregoing that to secure any of its L/C all 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 Such cash collateral shall be maintained in blocked, non-interest bearing deposit accounts satisfactory to at Bank of America under the Administrative Agent, in the name sole and exclusive dominion and control 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 discretionLender. If at any time the Administrative Agent Lender determines that any funds held as Cash Collateral cash collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) Lender 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 AgentLender, pay to the Administrative AgentLender, 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 cash collateral that the Administrative Agent reasonably Lender 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 appliedapplied to reimburse the L/C Issuer and, to the extent permitted under applicable Lawnot so applied, shall thereafter be applied to reimburse the relevant L/C Issuer. To satisfy other Obligations, as and to the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto such other Obligations shall then be due and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrowerpayable. 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 [TABLE OF CONTENTS] [(including any accrued interest thereon) shall be refunded to the Borrower.continued)] [Page]