Common use of Cash Collateralization of Letters of Credit Clause in Contracts

Cash Collateralization of Letters of Credit. If (i) effective immediately, without demand or other notice of any kind, as of any expiration date of a Letter of Credit, such Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence of any Event of Default under paragraph (h) or (i) of Section 7.01, or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur and be continuing, on the Business Day on which the Revolving Borrowers receive notice from the Administrative Agent, the applicable Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Revolving Borrowers shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory to the Collateral Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties (or in the case of any Letters of Credit that expire later than the fifth (5th) Business Day prior to the Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank), an amount of cash in dollars or an Alternative Currency equal to the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon. The Revolving Borrowers also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Revolving Borrowers under this Agreement and the other Loan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv)), then promptly upon the request of the Administrative Agent or the Issuing Bank or the Swingline Lender, the Revolving Borrowers shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender). The Administrative Agent (for the benefit of the Secured Parties) 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 in Cash Equivalents and at the Revolving Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account shall be applied by the Administrative Agent first to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Revolving Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), such balance shall be applied to satisfy other obligations of the Revolving Borrowers under this Agreement. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers within three Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as and to the extent that, after giving effect to such return, the Revolving Borrowers would remain in compliance with Section 2.10(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization of Letters of Credit. If (i) effective immediately, without demand or other notice of any kind, as of any expiration date of a Letter of Credit, such Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence of any Event of Default under paragraph (h) or (i) of Section 7.01, or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur and be continuing, on the Business Day on which the Revolving Borrowers receive applicable Co-Borrower receives notice from the Administrative Agent, the applicable Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Revolving Borrowers such Co-Borrower shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory to the Collateral Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties (or in the case of any Letters of Credit that expire later than the fifth (5th) Business Day prior to the Initial Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank), an amount of cash in dollars or an Alternative Currency equal to the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon. The Revolving Borrowers Each Co-Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b2.11(c). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Revolving Borrowers applicable Co-Borrower under this Agreement and the other Loan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv2.22(a)(iv)), then promptly upon the request of the Administrative Agent or Agent, the applicable Issuing Bank or the Swingline Lender, the Revolving Borrowers such Co-Borrower shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender). The Administrative Agent (for the benefit of the Secured Parties) 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 in Cash Equivalents Permitted Investments and at the Revolving Borrowers’ applicable Co-Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account shall be applied by the Administrative Agent first to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Revolving Borrowers such Co-Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), such balance shall be applied to satisfy other obligations of the Revolving Borrowers each Co-Borrower under this Agreement. If the Revolving Borrowers are a Co-Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers such Co-Borrower within three Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are a Co-Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b2.11(c), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers such Co-Borrower as and to the extent that, after giving effect to such return, the Revolving Borrowers such Co-Borrower would remain in compliance with Section 2.10(b2.11(c) and no Event of Default shall have occurred and be continuing.

Cash Collateralization of Letters of Credit. If (i) effective immediately, without demand or other notice of If the Administrative Agent notifies Borrower at any kind, as of any expiration date of a time that the Letter of CreditCredit Usage exceeds the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, Borrower shall Cash Collateralize Letters of Credit in an aggregate amount sufficient to reduce such Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, Usage (net of Cash Collateralized amounts) as of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effect. (ii) effective immediately, without demand With respect to any Letter of Credit with an expiration date on or other notice of any kind, as of the occurrence of any Event of Default under paragraph (h) or (i) of Section 7.01, or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur and be continuing, on the Business Day on which after the Revolving Borrowers receive notice from the Administrative AgentCommitment Termination Date, the applicable Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Revolving Borrowers shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory to the Collateral Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties (or in the case of any Letters of Credit that expire no later than the fifth (5th) ten Business Day Days prior to the Revolving Maturity Date and are cash collateralized Commitment Termination Date, the Borrower shall either provide Cash Collateral or backstop letters of credit satisfactory to Issuing Bank in an amount equal to the Minimum Collateral Amount. (iii) In the event that Borrower does not for any reason comply with its obligation to provide Cash Collateral or backstop letters of credit as set forth in clause (ii) above, Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such Lender’s respective participation in the Letter of Credit based on or such Lender’s Pro Rata Share of the Revolving Commitments. Each Lender with a Revolving Commitment shall, not later than 12:00 p.m. (New York City time) on the first Business Day after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of date notified by the applicable Issuing Bank), an make Revolving Loans that are Base Rate Loans in the amount of cash in dollars or an Alternative Currency equal to the portions such Lender’s Pro Rata Share of the LC Exposure attributable to Letters Minimum Collateral Amount, the proceeds of Credit, as of such date plus any accrued and unpaid interest thereon. The Revolving Borrowers also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit which shall be held applied directly by the Administrative Agent to satisfy Borrower’s obligation to provide Cash Collateral as collateral for the payment and performance of the obligations of the Revolving Borrowers under this Agreement and the other Loan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv)), then promptly upon the request of the Administrative Agent or the Issuing Bank or the Swingline Lender, the Revolving Borrowers shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender). The Administrative Agent (for the benefit of the Secured Parties) 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 in Cash Equivalents and at the Revolving Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account shall be applied by the Administrative Agent first to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Revolving Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated clause (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), such balance shall be applied to satisfy other obligations of the Revolving Borrowers under this Agreement. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaidii) shall be returned to the Revolving Borrowers within three Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as and to the extent that, after giving effect to such return, the Revolving Borrowers would remain in compliance with Section 2.10(b) and no Event of Default shall have occurred and be continuingabove.

Cash Collateralization of Letters of Credit. If (i) effective immediately, without demand or other notice Upon request of any kind, as of any expiration date of a Letter of Credit, such Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) effective immediately, without demand or other notice of any kind, as of Administrative Agent after the occurrence of any Event of Default under paragraph (h) or (i) of Section 7.01, or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur and be continuing, on during the Business Day on which the Revolving Borrowers receive notice from the Administrative Agent, the applicable Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Revolving Borrowers shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory to the Collateral Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties (or in the case of any Letters of Credit that expire later than the fifth (5th) Business Day prior to the Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank), an amount of cash in dollars or an Alternative Currency equal to the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon. The Revolving Borrowers also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Revolving Borrowers under this Agreement and the other Loan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv)), then promptly upon the request of the Administrative Agent or the Issuing Bank or the Swingline Lender, the Revolving Borrowers shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender). The Administrative Agent (for the benefit of the Secured Parties) 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 in Cash Equivalents and at the Revolving Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account shall be applied by the Administrative Agent first to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Revolving Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), such balance shall be applied to satisfy other obligations of the Revolving Borrowers under this Agreement. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence continuance of an Event of Default or and at any time required to eliminate any Borrowing Base Deficiency pursuant to SECTION 4.06 hereof, Borrower shall deposit cash with Administrative Agent in an amount equal to the existence aggregate Letter of Credit Outstandings (or, in the event of a Defaulting LenderBorrowing Base Deficiency in the amount required pursuant to SECTION 4.06). Such amount so deposited shall be held by Administrative Agent for the ratable benefit of all Lenders as security for the Letter of Credit Outstandings and other Obligations, and Borrower will, in connection therewith, deliver such amount (security agreements in form and substance satisfactory to Administrative Agent which it may, in its discretion require. As drafts or demands are presented under any Letter of Credit, Administrative Agent shall disburse such cash to the applicable Issuing Lender to the extent necessary to satisfy Borrower's reimbursement obligations in connection therewith. To the extent drafts or other demands for payment are not applied as aforesaid) shall be returned made prior to the Revolving Borrowers within three Business Days expiration date for any Letter of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender statusCredit, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b)Administrative Agent agrees, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as and to the extent that, after giving effect to such return, the Revolving Borrowers would remain in compliance with Section 2.10(b) and if no Event of Default shall have has occurred and be is continuing, to remit to Borrower cash in the amount deposited under this SECTION 3.09 for which the contingent obligations evidenced by such Letter of Credit have ceased. When all Letters of Credit have expired or been canceled, and all Letter of Credit Obligations and other Obligations have been paid in full and all Commitments have been terminated (or any Borrowing Base Deficiency has been eliminated to the extent such cash collateralization is required as a result of Borrowing Base Deficiency) Administrative Agent shall release any remaining cash deposited under this SECTION 3.09 to Borrower.

Cash Collateralization of Letters of Credit. If (i) effective immediately, without demand or other notice of any kind, as of any expiration date of a Letter of Credit, such Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence of any Event of Default under paragraph (h) or (i) of Section 7.01, or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur and be continuing, on the Business Day on which the Revolving Borrowers receive Borrower receives notice from the First Lien Administrative Agent, the applicable Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Revolving Borrowers Borrower shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory to the First Lien Collateral Agent, in the name of the First Lien Administrative Agent and for the benefit of the Secured Parties (or in the case of any Letters of Credit that expire later than the fifth (5th) Business Day prior to the Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank), an amount of cash in dollars Dollars or an Alternative Currency Currency, as the case may be, equal to the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon. The Revolving Borrowers also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit shall be held by the First Lien Administrative Agent as collateral for the payment and performance of the obligations of the Revolving Borrowers Borrower under this Agreement and the other First Lien Loan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv2.22(a)(iv)), then promptly upon the request of the First Lien Administrative Agent or Agent, the Issuing Bank or the Swingline Lender, the Revolving Borrowers Borrower shall deliver to the First Lien Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender). The First Lien Administrative Agent (for the benefit of the Secured Parties) 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 First Lien Administrative Agent in Cash Equivalents Permitted Investments and at the Revolving Borrowers’ Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account shall be applied by the First Lien Administrative Agent first to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Revolving Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), such balance shall be applied to satisfy other obligations of the Revolving Borrowers Borrower under this Agreement. If the Revolving Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers Borrower within three Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as and to the extent that, after giving effect to such return, the Revolving Borrowers would remain in compliance with Section 2.10(b) and no Event of Default shall have occurred and be continuing.

Cash Collateralization of Letters of Credit. If (i) effective immediately, without demand or other notice of any kind, as of any expiration date of a Letter of Credit, such Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence of any Event of Default under paragraph (h) or (i) of Section 7.01, or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur and be continuing, on the Business Day on which the Revolving Borrowers receive Borrower receives notice from the First Lien Administrative Agent, the applicable Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Revolving Borrowers Borrower shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory to the First Lien Collateral Agent, in the name of the First Lien Administrative Agent and for the benefit of the Secured Parties (or in the case of any Letters of Credit that expire later than the fifth (5th) Business Day prior to the Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank), an amount of cash in dollars Dollars or an Alternative Currency Currency, as the case may be, equal to the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon. The Revolving Borrowers Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b2.11(c). Each such deposit shall be held by the First Lien Administrative Agent as collateral for the payment and performance of the obligations of the Revolving Borrowers Borrower under this Agreement and the other First Lien Loan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv2.22(a)(iv)), then promptly upon the request of the First Lien Administrative Agent or Agent, the Issuing Bank or the Swingline Lender, the Revolving Borrowers Borrower shall deliver to the First Lien Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender). The First Lien Administrative Agent (for the benefit of the Secured Parties) 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 First Lien Administrative Agent in Cash Equivalents Permitted Investments and at the Revolving Borrowers’ Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account shall be applied by the First Lien Administrative Agent first to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Revolving Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), such balance shall be applied to satisfy other obligations of the Revolving Borrowers Borrower under this Agreement. If the Revolving Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers Borrower within three Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b2.11(c), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers Borrower as and to the extent that, after giving effect to such return, the Revolving Borrowers Borrower would remain in compliance with Section 2.10(b2.11(c) and no Event of Default shall have occurred and be continuing.

Cash Collateralization of Letters of Credit. (a) If (i) effective immediately, without demand or other notice of any kind, as of the expiration of the Availability Period, any expiration date of a Letter of Credit, such Letter of Credit may for any reason remain outstanding and partially or wholly undrawnoutstanding, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence of any Event of Default under paragraph (h) occurs and is continuing and the Administrative Agent or (i) of the Required Lenders, as applicable, require each Account Party to Cash Collateralize the aggregate LC Obligations issued for its account pursuant to Section 7.018.2(c), or (iii) the Total Outstandings at any Event time exceeds the Aggregate Commitments, then in each case, each Account Party shall deliver to the Administrative Agent an amount of Default Cash Collateral in Dollars equal to 101% of the aggregate stated amount of all Letters of Credit issued for its account outstanding at such time (whether or not any beneficiary under paragraph any Letter of Credit shall have drawn or be entitled at such time to draw thereunder); provided that in the case of clause (aiii) or above, the Account Parties shall only be required to deliver an amount of Cash Collateral equal to the amount of the applicable excess. The Administrative Agent shall deposit such Cash Collateral in a special collateral account of each Account Party pursuant to arrangements reasonably satisfactory to the Administrative Agent (bsuch account, the “Cash Collateral Account”) for the benefit of Section 7.01 shall occur and be continuing, on the Business Day on which the Revolving Borrowers receive notice from the Administrative Agent, the applicable Applicable Issuing Bank or Parties and the Required Lenders Lenders. (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all Revolving Lendersb) demanding the deposit of cash collateral pursuant to this paragraph, the Revolving Borrowers shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory Each Account Party hereby grants to the Collateral Administrative Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties (or in the case of any Letters of Credit that expire later than the fifth (5th) Business Day prior to the Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank)LC Administrator, an amount of cash in dollars or an Alternative Currency equal to the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon. The Revolving Borrowers also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Revolving Borrowers under this Agreement Fronting Bank and the other Loan Documents. At any LC Issuers, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time that there to time as security for the LC Obligations of such Account Party, and for application to its aggregate LC Obligations, as and when the same shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv)), then promptly upon the request of the Administrative Agent or the Issuing Bank or the Swingline Lender, the Revolving Borrowers shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender)arise. The Administrative Agent (for the benefit of the Secured Parties) shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount for the benefit of the Fronting Bank and the other LC Issuers and the Account Parties shall have no interest therein except as set forth in Section 3.6(c). Other than any interest earned on the investment of such depositsamounts in Cash Equivalents, which investments shall be made at the direction of the applicable Account Party (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and sole in the discretion of the Administrative Agent Agent), amounts in the Cash Equivalents and at the Revolving Borrowers’ risk and expense, such deposits Collateral Account shall not bear interest. Interest or and profits, if any, on such investments shall accumulate in such account. Notwithstanding anything Cash Collateral Account. (c) In the event of a drawing, and subsequent payment by any LC Issuer, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent will deliver to such LC Issuer an amount equal to the contrary set forth reimbursement obligation created as a result of such payment (or, if the amounts so held are less than such reimbursement obligation, all of such amounts) to reimburse the LC Issuer therefor. Any amounts remaining in this Agreement, moneys any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit of the applicable Account Party and the reimbursement in such account full of the Applicable Issuing Parties for all of their respective obligations thereunder shall be applied held by the Administrative Agent, for the benefit of such Account Party, to be applied against the then due LC Obligations of such Account Party in such order and manner as the Administrative Agent first may direct. If any Account Party is required to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed andprovide Cash Collateral pursuant hereto, such amount (including interest and profits), to the extent not so appliedapplied as aforesaid, the balance shall be held for returned to such Account Party, provided that after giving effect to such return (i) the satisfaction of Total Outstandings would not exceed the reimbursement obligations of the Revolving Borrowers for the LC Exposure Aggregate Commitments at such time or, if the maturity and (ii) no Event of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), Default shall have occurred and be continuing at such balance shall be applied to satisfy other obligations of the Revolving Borrowers under this Agreementtime. If the Revolving Borrowers are any Account Party is required to provide an amount of cash collateral hereunder Cash Collateral as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers such Account Party within three Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as and to the extent that, after giving effect to such return, the Revolving Borrowers would remain in compliance with Section 2.10(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization of Letters of Credit. If (i) effective immediately, without demand or other notice of any kind, as of any expiration date of a Letter of Credit, such Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence of any Event of Default under paragraph (h) or (i) of Section 7.01, or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur and be continuing, on the Business Day on which the Revolving Borrowers receive Borrower receives notice from the First Lien Administrative Agent, the applicable Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Revolving Borrowers Borrower shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory to the First Lien Collateral Agent, in the name of the First Lien Administrative Agent and for the benefit of the Secured Parties (or in the case of any Letters of Credit that expire later than the fifth (5th) Business Day prior to the Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank), an amount of cash in dollars Dollars or an Alternative Currency Currency, as the case may be, equal to the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon. The Revolving Borrowers also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit shall be held by the First Lien Administrative Agent as collateral for the payment and performance of the obligations of the Revolving Borrowers Borrower under this Agreement and the other First Lien Loan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv2.22(a)(iv)), then promptly upon the request of the First Lien Administrative Agent or Agent, the Issuing Bank or the Swingline Lender, the Revolving Borrowers Borrower shall deliver to the First Lien Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender). The First Lien Administrative Agent (for the benefit of the Secured Parties) 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 First Lien Administrative Agent in Cash Equivalents Permitted Investments and at the Revolving Borrowers’ Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account shall be applied by the First Lien Administrative Agent first to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Revolving Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), such balance shall be applied to satisfy other obligations of the Revolving Borrowers Borrower under this Agreement. If the Revolving Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers Borrower within three Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as and to the extent that, after giving effect to such return, the Revolving Borrowers would remain in compliance with Section 2.10(b) and no Event of Default shall have occurred and be continuing.-82- [EMEA_ACTIVE 302040156_13]

Cash Collateralization of Letters of Credit. If To the extent that (i) effective immediately, without demand or other notice of any kind, as of any the expiration date of a any Letter of CreditCredit extends beyond the Revolver Termination Date and (ii) the Borrower, two Business Days prior to the Revolver Termination Date, has notified in writing the Facing Agent which issued such Letter of Credit may for any reason remain that the Borrower desires to keep such Letter of Credit outstanding and partially or wholly undrawnafter the Revolver Termination Date, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence of any Event of Default under paragraph (h) or (i) of Section 7.01, or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur and be continuing, on the Business Day on which the Revolving Borrowers receive notice from the Administrative Agentthen, the applicable Issuing Bank or Borrower shall, by no later than the Required Lenders (orRevolver Termination Date, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Revolving Borrowers shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory to the Collateral Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties (or in the case of any Letters of Credit that expire later than the fifth (5th) Business Day prior to the Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank), Facing Agent as cash collateral an amount of cash in dollars or an Alternative Currency equal to the portions 110% of the LC Exposure attributable Obligations of each such Letter of Credit to Letters of Creditremain outstanding in Dollars and in cash, as of such date the Revolver Termination Date, plus any accrued and unpaid interest thereon. The Revolving Borrowers also shall Each such deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit SECTION 2.10(j) shall be held by the Administrative applicable Facing Agent as collateral for the payment and performance of the obligations of the Revolving Borrowers under this Agreement and the other Loan Documents. At any time that there shall exist a Defaulting LenderBorrower, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect with respect to Section 2.21(a)(iv)), then promptly upon the request such Letter of the Administrative Agent or the Issuing Bank or the Swingline Lender, the Revolving Borrowers shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender)Credit. The Administrative applicable Facing Agent (for the benefit of the Secured Parties) 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 applicable Facing Agent in Cash Equivalents and at the Revolving Borrowers’ Borrower's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding anything to the contrary set forth in this Agreement, moneys Moneys in such account shall be applied by the Administrative applicable Facing Agent first to reimburse the Issuing Banks itself for LC Disbursements drawings on such Letter of Credit for which they have it has not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Revolving Borrowers Borrower for the LC Exposure Obligations related thereto. At such time as a Letter of Credit shall expire by its terms or otherwise be cancelled and returned to the applicable Facing Agent by the beneficiary thereof, the Facing Agent shall, to the extent amounts held in the cash collateral account relating to such Letter of Credit have not been applied against the Obligations of the Borrower as provided herein, promptly return to the Borrower any amounts remaining in such account. Notwithstanding the foregoing, each Facing Agent, the Administrative Agent, the Borrower and the Lenders hereby agree and acknowledge that at such time or, if as the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), such balance shall be applied to satisfy other obligations of the Revolving Borrowers under this Agreement. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers within three Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as and to the extent that, after giving effect to such return, the Revolving Borrowers would remain in compliance with Section 2.10(b) and no Event of Default Revolver Termination Date shall have occurred and a Facing Agent has received cash collateral pursuant to this SECTION 2.10(j), no Revolving Lender shall be continuingrequired to participate in any Letter of Credit or drawing thereunder or to provide Revolving Loans to reimburse the applicable Facing Agent for the amount of any drawing made under any Letter of Credit outstanding after the Revolver Termination Date.

Cash Collateralization of Letters of Credit. If (i) effective immediately, without demand or other notice of any kind, as of any expiration date of a If the Company is required to provide cash collateral for the Letter of CreditCredit Obligations pursuant to this Agreement prior to the Revolving Loan Commitment Termination Date, the Company will pay to the Collateral Agent, for the benefit of each Issuing Lender and the Revolving Lenders, cash or Cash Equivalents in an amount equal to 105% of the maximum amount then available to be drawn under each Letter of Credit outstanding. Such funds or Cash Equivalents shall be held by the Collateral Agent in the Collateral Account. (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Revolving Loan Commitment Termination Date, the Company shall, with respect to each Letter of Credit outstanding, either (A) provide cash collateral therefor in the manner described above, (B) cause each such Letter of Credit may for any reason remain outstanding to be 75 CREDIT AGREEMENT cancelled and partially or wholly undrawn, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence of any Event of Default under paragraph (h) or (i) of Section 7.01, or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur and be continuing, on the Business Day on which the Revolving Borrowers receive notice from the Administrative Agent, returned to the applicable Issuing Bank or the Required Lenders Lender (or, if the maturity Issuing Lender so directs, to its Designated Issuer), or (C) deliver a stand-by letter (or letters) of credit in guarantee of the Loans has been acceleratedLetter of Credit Obligations with respect to each outstanding Letter of Credit, Revolving Lenders with LC Exposure representing more than 50which stand-by letter (or letters) of credit shall be of like tenor and duration (plus 30 additional days) as, and in an amount equal to 105% of the aggregate LC Exposure maximum amount then available to be drawn under, each Letter of all Revolving LendersCredit to which such outstanding Letter of Credit Obligations relate and shall be issued by a Person, and shall be subject to terms and conditions, as may be satisfactory in the sole discretion of the Issuing Lender that issued or arranged for the issuance of the Letter of Credit that the stand-by letter supports. (iii) demanding From time to time after funds are deposited in the deposit of cash collateral Collateral Account by the Company pursuant to this paragraphsubsection 3.6 or Section 8, whether before or after the Revolving Loan Commitment Termination Date, the Revolving Borrowers Collateral Agent shall deposit apply such funds or Cash Equivalents then held in an account with a depositary bank that is a Lender reasonably satisfactory the Collateral Account to the Collateral Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties (or in the case payment of any Letters of Credit that expire later than amounts as may be due and payable by the fifth (5th) Business Day prior Company to the Revolving Maturity Date and are cash collateralized on or after Lenders with respect to such Letter of Credit Obligations of the fifth (5th) Business Day prior Company and, upon the satisfaction in full of all Obligations of the Company with respect to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank), an amount of cash in dollars or an Alternative Currency equal to the portions of the LC Exposure attributable to Letters of Credit, as to any other Obligations then due and payable, all in accordance with Sections 6(d) and 7(b) of such date plus the Security Agreement. (iv) Neither the Company nor any accrued and unpaid interest thereon. The Revolving Borrowers also Person claiming on behalf of or through the Company shall deposit cash collateral have any right to withdraw any of the funds or Cash Equivalents held in the Collateral Account pursuant to this paragraph as subsection 3.6 or Section 8, except that upon the termination of all Letter of Credit Obligations and to the extent required by Section 2.10(b). Each such deposit shall be held payment of all amounts payable by the Administrative Agent as collateral for the payment and performance of the obligations of Company to each Issuing Lender, Designated Issuer, or the Revolving Borrowers under this Agreement and Lenders in respect thereof, any such funds remaining in the other Loan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv)), then promptly upon the request of the Administrative Agent or the Issuing Bank or the Swingline Lender, the Revolving Borrowers shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender). The Administrative Agent (for the benefit of the Secured Parties) 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 in Cash Equivalents and at the Revolving Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account shall be applied by the Administrative Agent first to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Revolving Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), such balance Collateral Account shall be applied to satisfy other obligations Obligations then due and owing. Upon payment in full of all such Obligations and the termination of the Revolving Borrowers under this Agreement. If Loan Commitment, any such funds remaining in the Revolving Borrowers are required to provide an amount of cash collateral hereunder as a result Collateral Account shall be applied in accordance with Sections 6(d) and 7(b) of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers within three Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as and to the extent that, after giving effect to such return, the Revolving Borrowers would remain in compliance with Section 2.10(b) and no Event of Default shall have occurred and be continuingSecurity Agreement.

Cash Collateralization of Letters of Credit. (a) If (i) effective immediately, without demand or other notice of any kind, as of the expiration of the Revolving Availability Period, any expiration date of a Letter of Credit, such Letter of Credit may for any reason remain outstanding and partially or wholly undrawnoutstanding, (ii) effective immediatelyany payment made hereunder is rescinded, without demand avoided, set-aside or other notice must otherwise be returned by a Lender or the Fronting Bank, upon the insolvency, bankruptcy, reorganization, or dissolution of any kind, as of the occurrence of any Event of Default under paragraph (h) Borrower or (i) of Section 7.01, otherwise or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur occurs and be continuing, on the Business Day on which the Revolving Borrowers receive notice from is continuing and the Administrative Agent, the applicable Issuing Bank Agent or the Required Lenders (orLenders, if as applicable, require each Borrower to Cash Collateralize the maturity aggregate LC Obligations issued for its account pursuant to SECTION 8.01, then in each case, each Borrower shall deliver to the Administrative Agent an amount of Cash Collateral in the currency of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50applicable Letter of Credit equal to 103% of the aggregate LC Exposure stated amount of all Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Revolving Borrowers shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory to the Collateral Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties (or in the case of any Letters of Credit that expire later than the fifth issued for its account outstanding at such time (5thwhether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), (x) within three (3) Business Day prior to the Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank), an amount of cash in dollars or an Alternative Currency equal to the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon. The Revolving Borrowers also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Revolving Borrowers under this Agreement and the other Loan Documents. At any time that there shall exist Days following a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv)), then promptly upon the written request of the Administrative Agent or the Issuing Fronting Bank in connection with SECTION 2.23(a)(v) and (y) in all other cases, (A) on the Business Day of written request from the Administrative Agent or any other Finance Party if such demand is made on or prior to 10:00 a.m. (New York city time), or (B) not later than 11:00 a.m. (New York city time) one (1) Business Day after a written request of the Swingline LenderAdministrative Agent or any other Finance Party, if such demand is made after 10:00 a.m. (New York city time); provided that in the case of clause (ii) above, the Revolving Borrowers shall only be required to deliver an amount of Cash Collateral equal to the amount of the applicable excess. The Administrative Agent shall deposit such Cash Collateral in a special collateral account of each Borrower pursuant to arrangements reasonably satisfactory to the Administrative Agent cash collateral in an amount sufficient to cover (such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by account, the Defaulting Lender). The Administrative Agent (“Cash Collateral Account”) for the benefit of the Secured PartiesAdministrative Agent, the Applicable Issuing Parties and the Lenders. (b) Each Borrower hereby grants to the Administrative Agent, for the benefit of the LC Administrator, the Fronting Bank and the other LC Issuers, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for the LC Obligations of such Borrower, and for application to its aggregate LC Obligations, as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount for the benefit of the Fronting Bank and the other LC Issuers and the Borrowers shall have no interest therein except as set forth in SECTION 3.07(c). Other than any interest earned on the investment of such depositsamounts in Cash Equivalents, which investments shall be made at the direction of the applicable Borrower (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and sole in the discretion of the Administrative Agent Agent), amounts in the Cash Equivalents and at the Revolving Borrowers’ risk and expense, such deposits Collateral Account shall not bear interest. Interest or and profits, if any, on such investments shall accumulate in such account. Notwithstanding anything Cash Collateral Account. (c) In the event of a drawing, and subsequent payment by any LC Issuer, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent will deliver to such LC Issuer an amount equal to the contrary set forth reimbursement obligation created as a result of such payment (or, if the amounts so held are less than such reimbursement obligation, all of such amounts) to reimburse the LC Issuer therefor. Any amounts remaining in this Agreement, moneys any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit of the applicable Borrower and the reimbursement in such account full of the Applicable Issuing Parties for all of their respective obligations thereunder shall be applied held by the Administrative Agent, for the benefit of such Borrower, to be applied against the then due LC Obligations of such Borrower in such order and manner as the Administrative Agent first may direct. If any Borrower is required to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed andprovide Cash Collateral pursuant hereto, such amount (including interest and profits), to the extent not so appliedapplied as aforesaid, the balance shall be held for returned to such Borrower; provided that after giving effect to such return (i) the satisfaction of Total Credit Exposure would not exceed the reimbursement obligations of the Revolving Borrowers for the LC Exposure Aggregate Commitments at such time or, if the maturity and (ii) no Event of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), Default shall have occurred and be continuing at such balance shall be applied to satisfy other obligations of the Revolving Borrowers under this Agreementtime. If the Revolving Borrowers are any Borrower is required to provide an amount of cash collateral hereunder Cash Collateral as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers such Borrower within three (3) Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as and to the extent that, after giving effect to such return, the Revolving Borrowers would remain in compliance with Section 2.10(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization of Letters of Credit. (a) If on any day the LC Obligations exceed the Commitment on such day or the LC Obligations exceed the Borrowing Base on such day, the Borrower shall immediately deposit into the Custody Account Eligible Investments or reduce the LC Obligations, or a combination of the foregoing, in an amount sufficient to eliminate such excess. (ib) effective immediatelyOn the Final Expiry Date for the Letters of Credit or, without demand or other notice of any kindif earlier, as of any the date the LC Obligations are accelerated pursuant to Section 7.2, and until the final expiration date of a Letter of Credit, such Letter all Letters of Credit may for and thereafter so long as any reason remain outstanding and partially or wholly undrawn, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence of any Event of Default under paragraph (h) or (i) of Section 7.01, or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur and be continuing, on the Business Day on which the Revolving Borrowers receive notice from the Administrative AgentLC Obligations are payable hereunder, the applicable Issuing Bank or Borrower shall immediately cash collateralize the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders Obligations with LC Exposure representing more than 50Cash and Cash Equivalents in an amount equal to 102% of the aggregate outstanding LC Exposure Obligations, and the Borrower shall take such actions as may be necessary to ensure that the Collateral in the Custody Account consists solely of all Revolving LendersCash and Cash Equivalents in the required amount. If requested by the Lender, the Borrower shall deposit such Collateral (whether by transfer from the Custody Account or otherwise) demanding the deposit of cash in a special collateral account pursuant to this paragraph, the Revolving Borrowers shall deposit in an account with a depositary bank that is a Lender reasonably arrangements satisfactory to the Lender (the “LC Collateral Agent, Account”) at the Lender’s office in the name of the Administrative Agent and for Borrower but under the benefit sole control of the Secured Parties (or in the case of any Letters of Credit that expire later than the fifth (5th) Business Day prior to the Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity DateLender, for the benefit of the applicable Issuing Bank)Lender, an amount of cash and the Borrower shall have no interest therein except as set forth in dollars or an Alternative Currency equal Section 7.3. (c) The Borrower hereby pledges, assigns and grants to the portions Lender, a security interest in all of the LC Exposure attributable to Letters of CreditBorrower’s right, as of such date plus any accrued title and unpaid interest thereon. The Revolving Borrowers also shall deposit cash collateral pursuant to this paragraph as in and to the extent required by Section 2.10(b). Each such LC Collateral Account and all funds and Cash Equivalents which may from time to time be on deposit shall be held by in the Administrative Agent as collateral for LC Collateral Account to secure the prompt and complete payment and performance of the obligations of the Revolving Borrowers under this Agreement and the other Loan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv)), then promptly upon the request of the Administrative Agent or the Issuing Bank or the Swingline Lender, the Revolving Borrowers shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender)Obligations. The Administrative Agent (for Lender may invest any funds on deposit from time to time in the benefit of the Secured Parties) 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 LC Collateral Account in Cash Equivalents and at the Revolving Borrowers’ risk and expense, such deposits shall having a maturity not bear interestexceeding 30 days. Interest or profits, if any, Funds earned on such investments shall accumulate in such account. Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account Cash Equivalents shall be applied by the Administrative Agent first to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Revolving Borrowers for deposited into the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), such balance shall be applied to satisfy other obligations of the Revolving Borrowers under this Agreement. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers within three Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as and to the extent that, after giving effect to such return, the Revolving Borrowers would remain in compliance with Section 2.10(b) and no Event of Default shall have occurred and be continuingCollateral Account.

Cash Collateralization of Letters of Credit. If (i) effective immediately, without demand or other notice of any kind, as of any expiration date of a Letter of Credit, such Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence of any Event of Default under paragraph (h) or (i) of Section 7.01, or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur and be continuing, on the Business Day on which the Revolving Borrowers receive Borrower receives notice from the First Lien Administrative Agent, the applicable Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Revolving Borrowers Borrower shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory to the First Lien Collateral Agent, in the name of the First Lien Administrative Agent and for the benefit of the Secured Parties (or in the case of any Letters of Credit that expire later than the fifth (5th) Business Day prior to the Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank), an amount of cash in dollars Dollars or an Alternative Currency Currency, as the case may be, equal to the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon. The Revolving Borrowers also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit shall be held by the First Lien Administrative Agent as collateral for the payment and performance of the obligations of the Revolving Borrowers Borrower under this Agreement and the other First Lien Loan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv2.22(a)(iv)), then promptly upon the request of the First Lien Administrative Agent or Agent, the Issuing Bank or the Swingline Lender, the Revolving Borrowers Borrower shall deliver to the First Lien Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender). The Administrative Agent (for the benefit of the Secured Parties) 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 in Cash Equivalents and at the Revolving Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account shall be applied by the Administrative Agent first to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Revolving Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), such balance shall be applied to satisfy other obligations of the Revolving Borrowers under this Agreement. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers within three Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as and to the extent that, after giving effect to such return, the Revolving Borrowers would remain in compliance with Section 2.10(b) and no Event of Default shall have occurred and be continuing.First Lien

Cash Collateralization of Letters of Credit. (a) If (i) effective immediately, without demand or other notice of any kind, as of the expiration of the Availability Period, any expiration date of a Letter of Credit, such Letter of Credit may for any reason remain outstanding and partially or wholly undrawnoutstanding, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence of any Event of Default under paragraph (h) occurs and is continuing and the Administrative Agent or (i) of the Required Lenders, as applicable, require each Account Party to Cash Collateralize the aggregate LC Obligations issued for its account pursuant to Section 7.018.2(c), or (iii) the Total Outstandings at any Event time exceeds the Aggregate Commitments, then in each case, each Account Party shall deliver to the Administrative Agent an amount of Default Cash Collateral in Dollars equal to 101% of the aggregate stated amount of all Letters of Credit issued for its account outstanding at such time (whether or not any beneficiary under paragraph any Letter of Credit shall have drawn or be entitled at such time to draw thereunder); provided that in the case of clause (aiii) or above, the Account Parties shall only be required to deliver an amount of Cash Collateral equal to the amount of the applicable excess. The Administrative Agent shall deposit such Cash Collateral in a special collateral account of each Account Party pursuant to arrangements reasonably satisfactory to the Administrative Agent (bsuch account, the “Cash Collateral Account”) for the benefit of Section 7.01 shall occur and be continuing, on the Business Day on which the Revolving Borrowers receive notice from the Administrative Agent, the applicable Applicable Issuing Bank or Parties and the Required Lenders Lenders. (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all Revolving Lendersb) demanding the deposit of cash collateral pursuant to this paragraph, the Revolving Borrowers shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory Each Account Party hereby grants to the Collateral Administrative Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties (or in the case of any Letters of Credit that expire later than the fifth (5th) Business Day prior to the Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank)LC Administrator, an amount of cash in dollars or an Alternative Currency equal to the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon. The Revolving Borrowers also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Revolving Borrowers under this Agreement Fronting Bank and the other Loan Documents. At any LC Issuers, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time that there to time as security for the LC Obligations of such Account Party, and for application to its aggregate LC Obligations, as and when the same shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv)), then promptly upon the request of the Administrative Agent or the Issuing Bank or the Swingline Lender, the Revolving Borrowers shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender)arise. The Administrative Agent (for the benefit of the Secured Parties) shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount for the benefit of the Fronting Bank and the other LC Issuers and the Account Parties shall have no interest therein except as set forth in Section 3.6(c). Other than any interest earned on the investment of such depositsamounts in Cash Equivalents, which investments shall be made at the direction of the applicable Account Party (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and sole in the discretion of the Administrative Agent Agent), amounts in the Cash Equivalents and at the Revolving Borrowers’ risk and expense, such deposits Collateral Account shall not bear interest. Interest or and profits, if any, on such investments shall accumulate in such account. Notwithstanding anything Cash Collateral Account. (c) In the event of a drawing, and subsequent payment by any LC Issuer, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent will deliver to such LC Issuer an amount equal to the contrary set forth reimbursement obligation created as a result of such payment (or, if the amounts so held are less than such reimbursement obligation, all of such amounts) to reimburse the LC Issuer therefor. Any amounts remaining in this Agreement, moneys any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit of the applicable Account Party and the reimbursement in such account full of the Applicable Issuing Parties for all of their respective obligations thereunder shall be applied held by the Administrative Agent, for the benefit of such Account Party, to be applied against the then due LC Obligations of such Account Party in such order and manner as the Administrative Agent first may direct. If any Account Party is required to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed andprovide Cash Collateral pursuant hereto, such amount (including interest and profits), to the extent not so appliedapplied as aforesaid, the balance shall be held for returned to such Account Party, provided that after giving effect to such return (i) the satisfaction of Total Outstandings would not exceed the reimbursement obligations of the Revolving Borrowers for the LC Exposure Aggregate Commitments at such time or, if the maturity and (ii) no Event of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), Default shall have occurred and be continuing at such balance shall be applied to satisfy other obligations of the Revolving Borrowers under this Agreementtime. If the Revolving Borrowers are any Account Party is required to provide an amount of cash collateral hereunder Cash Collateral as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers such Account Party within three (3) Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as and to the extent that, after giving effect to such return, the Revolving Borrowers would remain in compliance with Section 2.10(b) and no Event of Default shall have occurred and be continuingwaived.

Cash Collateralization of Letters of Credit. If If: (i) effective immediatelythe Agent delivers an Acceleration Notice or an Event of Default occurs under Section 10.1(f) or 10.1(g); (ii) any Letter of Credit is the subject matter of any order, without demand judgement, injunction or other notice of any kind, as of any expiration date of such determination (a Letter of Credit, “Judicial Order”) restricting payment under and in accordance with such Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) effective immediately, without demand or other notice extending a Fronting Lender’s liability beyond the expiration date stated in such Letter of any kind, as of the occurrence of any Event of Default under paragraph (h) or (i) of Section 7.01, or Credit; or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 the Borrower shall occur and be continuing, on the Business Day on which the Revolving Borrowers receive notice from the Administrative Agent, the applicable Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of cash collateral repay Borrowings to a Lender pursuant to this paragraph, Section 4.1 or Section 4.2; then the Revolving Borrowers Borrower shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory pay to the Collateral AgentAgent an amount, in the name currency in which the Letter of Credit is denominated, equal to (A) the Administrative Agent and for the benefit maximum amount available to be drawn under all unexpired Letters of the Secured Parties (or Credit in the case of paragraph (i); (B) the maximum amount available to be drawn under the Letter of Credit subject to the Judicial Order in the case of paragraph (ii); and (C) an amount equal to the applicable Lender’s Proportion of the maximum amount available to be drawn under any unexpired Letters of Credit that expire later than in respect of each Lender whose Borrowings are required to be repaid in the fifth case of paragraph (5th) Business Day prior iii). Any such amounts paid by the Borrower to the Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank), an amount of cash in dollars or an Alternative Currency equal to the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon. The Revolving Borrowers also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit Agent shall be held by the Administrative Agent in a Cash Collateral Account as continuing collateral security for the payment and performance of the obligations of the Revolving Borrowers under this Agreement and the other Loan Documents. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv)), then promptly upon the request of the Administrative Agent or the Issuing Bank or the Swingline Lender, the Revolving Borrowers shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender). The Administrative Agent (for the benefit of the Secured Parties) 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 in Cash Equivalents and at the Revolving Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account shall be applied by the Administrative Agent first Borrower to reimburse the Issuing Banks Lenders for LC Disbursements for which they have not been reimbursed amounts paid by a Fronting Lender (and, to the extent not so appliedif applicable, by a Lender in respect of its obligations under Section 3.10(d) (collectively, the balance shall be held for the satisfaction “LC Disbursements”) in respect of the reimbursement obligations any such Letter of the Revolving Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), such balance Credit. Such cash collateral shall be applied to satisfy other the obligations of the Revolving Borrowers under this AgreementBorrower for such Letters of Credit as LC Disbursements are made thereunder. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of Unless an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers within three Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as and to the extent that, after giving effect to such return, the Revolving Borrowers would remain in compliance with Section 2.10(b) and no Event of Default shall then have occurred and be continuing, the Agent shall release to the Borrower any amount remaining in the Cash Collateral Accounts (after applying the amounts necessary to discharge all obligations of the Borrower relating to such Letters of Credit) on the date on which either the original Letter of Credit has been returned for cancellation or the Letter of Credit has expired, provided in either case such Fronting Lender is released to the reasonable satisfaction of such Fronting Lender by the beneficiary thereof from any other obligation in respect of such Letter of Credit, or, in the case of a Judicial Order, the date on which any final and non-appealable order, judgement or other determination has been rendered or issued either terminating such Judicial Order or permanently enjoining the applicable Fronting Lender from paying under such Letter of Credit.

Cash Collateralization of Letters of Credit. If (i) effective immediately, without demand or other notice of any kind, as of any expiration date of a Letter of Credit, such Letter With respect to all outstanding Letters of Credit may with respect to which demand for any reason remain outstanding and partially payment shall not have occurred at the time of an acceleration pursuant to Section 9.02 or wholly undrawn, (ii) effective immediately, without demand or other notice of any kind, as of the occurrence of any Event of Default under paragraph (h) or (i) of Section 7.01, or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur and be continuing, on the Business Day on which the Revolving Borrowers receive notice from the Administrative AgentExpiration Date, the applicable Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50Borrower shall at such time Cash Collateralize an amount equal to 105% of the aggregate LC Exposure then undrawn and unexpired amount of all Revolving Lenders) demanding the deposit such Letters of cash collateral pursuant to this paragraph, the Revolving Borrowers shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory Credit. The Borrower hereby grants to the Collateral Administrative Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties (or in the case of any Letters of Credit that expire later than the fifth (5th) Business Day prior to the Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank)Lenders, an amount of cash in dollars or an Alternative Currency equal to the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon. The Revolving Borrowers also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Revolving Borrowers under this Agreement and the other Loan Documents. At any time that there shall exist Swap Banks, a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv)), then promptly upon the request of the Administrative Agent or the Issuing Bank or the Swingline Lender, the Revolving Borrowers shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender). The Administrative Agent (for the benefit of the Secured Parties) shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any security interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Cash Equivalents and at the Revolving Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountCash Collateral and each deposit account containing such Cash Collateral to secure all Obligations. Notwithstanding anything to the contrary set forth in this Agreement, moneys in such account Cash Collateralized amounts shall be applied by the Administrative Agent first to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, the balance shall be held for the satisfaction payment of the reimbursement obligations of the Revolving Borrowers for Borrower with respect to drafts drawn under such Letters of Credit, and the LC Exposure at such time orunused portion thereof after all Letters of Credit shall have expired or been fully drawn upon, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders)any, such balance shall be applied to satisfy other in accordance with Section 9.05. After all such Letters of Credit shall have expired or been fully drawn upon, all reimbursement obligations of the Revolving Borrowers under this Agreement. If Borrower in respect of L/C Obligations shall have been satisfied and all other Obligations shall have been paid in full, the Revolving Borrowers are required to provide an amount balance, if any, of cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) Cash Collateral shall be returned to the Revolving Borrowers within three Business Days Borrower or to whosoever is entitled thereto, promptly after a request by the Borrower. The Borrower shall execute and deliver to the Administrative Agent, for the benefit of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender statusLenders, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b)Administrative Agent and the Swap Banks, such amount (further documents and instruments as the Administrative Agent may reasonably request to evidence the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as creation and to the extent that, after giving effect to perfection of such return, the Revolving Borrowers would remain security interest in compliance with Section 2.10(b) and no Event of Default shall have occurred and be continuingsuch Cash Collateral.

Cash Collateralization of Letters of Credit. (a) If (i) effective immediately, without demand or other notice of any kind, as of the expiration of the Revolving Availability Period, any expiration date of a Letter of Credit, such Letter of Credit may for any reason remain outstanding and partially or wholly undrawnoutstanding, (ii) effective immediatelyany payment made hereunder is rescinded, without demand avoided, set-aside or other notice must otherwise be returned by a Lender or the Fronting Bank, upon the insolvency, bankruptcy, reorganization, or dissolution of any kind, as of the occurrence of any Event of Default under paragraph (h) Borrower or (i) of Section 7.01, otherwise or (iii) any Event of Default under paragraph (a) or (b) of Section 7.01 shall occur occurs and be continuing, on the Business Day on which the Revolving Borrowers receive notice from is continuing and the Administrative Agent, the applicable Issuing Bank Agent or the Required Lenders (orLenders, if as applicable, require each Borrower to Cash Collateralize the maturity aggregate LC Obligations issued for its account pursuant to SECTION 8.01, then in each case, each Borrower shall deliver to the Administrative Agent an amount of Cash Collateral in the currency of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50applicable Letter of Credit equal to 103% of the aggregate LC Exposure stated amount of all Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Revolving Borrowers shall deposit in an account with a depositary bank that is a Lender reasonably satisfactory to the Collateral Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties (or in the case of any Letters of Credit that expire later than the fifth issued for its account outstanding at such time (5thwhether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), (x) within three (3) Business Day prior to the Revolving Maturity Date and are cash collateralized on or after the fifth (5th) Business Day prior to the Revolving Maturity Date, for the benefit of the applicable Issuing Bank), an amount of cash in dollars or an Alternative Currency equal to the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon. The Revolving Borrowers also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Revolving Borrowers under this Agreement and the other Loan Documents. At any time that there shall exist Days following a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.21(a)(iv)), then promptly upon the written request of the Administrative Agent or the Issuing Fronting Bank in connection with SECTION 2.23(a)(v) and (y) in all other cases, (A) on the Business Day of written request from the Administrative Agent or any other Finance Party if such demand is made on or prior to 10:00 a.m. (New York city time), or (B) not later than 11:00 a.m. (New York city time) one (1) Business Day after a written request of the Swingline LenderAdministrative Agent or any other Finance Party, if such demand is made after 10:00 a.m. (New York city time); provided that in the case of clause (ii) above, the Revolving Borrowers shall only be required to deliver an amount of Cash Collateral equal to the amount of the applicable excess. The Administrative Agent shall deposit such Cash Collateral in a special collateral account of each Borrower pursuant to arrangements reasonably satisfactory to the Administrative Agent cash collateral in an amount sufficient to cover (such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by account, the Defaulting Lender). The Administrative Agent (“Cash Collateral Account”) for the benefit of the Secured PartiesAdministrative Agent, the Applicable Issuing Parties and the Lenders. (b) Each Borrower hereby grants to the Administrative Agent, for the benefit of the LC Administrator, the Fronting Bank and the other LC Issuers, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for the LC Obligations of such Borrower, and for application to its aggregate LC Obligations, as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount for the benefit of the Fronting Bank and the other LC Issuers and the Borrowers shall have no interest therein except as set forth in SECTION 3.07(c). Other than any interest earned on the investment of such depositsamounts in Cash Equivalents, which investments shall be made at the direction of the applicable Borrower (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and sole in the discretion of the Administrative Agent Agent), amounts in the Cash Equivalents and at the Revolving Borrowers’ risk and expense, such deposits Collateral Account shall not bear interest. Interest or and profits, if any, on such investments shall accumulate in such account. Notwithstanding anything Cash Collateral Account. (c) In the event of a drawing, and subsequent payment by any LC Issuer, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent will deliver to such LC Issuer an amount equal to the contrary set forth reimbursement obligation created as a result of such payment (or, if the amounts so held are less than such reimbursement obligation, all of such amounts) to reimburse the LC Issuer therefor. Any amounts remaining in this Agreement, moneys any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit of the applicable Borrower and the reimbursement in such account full of the Applicable Issuing Parties for all of their respective obligations thereunder shall be applied held by the Administrative Agent, for the benefit of such Borrower, to be applied against the then due LC Obligations of such Borrower in such order and manner as the Administrative Agent first may direct. If any Borrower is required to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed andprovide Cash Collateral pursuant hereto, such amount (including interest and profits), to the extent not so appliedapplied as aforesaid, the balance shall be held for returned to such Borrower; provided that after giving effect to such return (i) the satisfaction of Total Credit Exposure would not exceed the reimbursement obligations of the Revolving Borrowers for the LC Exposure Aggregate Commitments at such time or, if the maturity and (ii) no Event of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), Default shall have occurred and be continuing at such balance shall be applied to satisfy other obligations of the Revolving Borrowers under this Agreementtime. If the Revolving Borrowers are any Borrower is required to provide an amount of cash collateral hereunder Cash Collateral as a result of the occurrence of an Event of Default or the existence of a Defaulting LenderDefault, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers such Borrower within three (3) Business Days of request for such return after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Revolving Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrowers as and to the extent that, after giving effect to such return, the Revolving Borrowers would remain in compliance with Section 2.10(b) and no Event of Default shall have occurred and be continuingwaived.