Common use of Cash Collateralization Clause in Contracts

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures), be applied to satisfy other obligations of the Borrowers under the Loan Documents. If the Borrowers are required to provide cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposures Exposure representing more than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall immediately deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in into an account with established and maintained on the books and records of the Administrative Agent, which account may be a “securities account” (within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York), in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VIISection 7.01. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ Borrower’s risk and expenseexpense (provided that absent the Borrower’s express written agreement, the only such investments will be in cash equivalent investments), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing more than 50100% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower (together with all interest or profits, if any, thereon) within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that on which the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% a Majority in Interest of the aggregate amount of the LC ExposuresRevolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VIISection 7.01. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.10(b), 2.19 or 2.21(c). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Notwithstanding the terms of any Security Document, moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of a Majority in Interest of the Revolving Lenders with LC Exposures representing more and (ii) in the case of any such application at a time when any Revolving Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than 50% of the aggregate LC ExposuresExposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, the Aggregate Revolving Exposure would not exceed the Aggregate Revolving Commitment and no Default shall have occurred and be continuing. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.19, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Revolving Commitments of the non-Defaulting Lenders and/or the remaining cash collateral and no Default shall have occurred and be continuing.

Cash Collateralization. If (A) any Event of Default shall occur and be continuing, on the Business Day that the Company any Revolving Borrower receives notice from the Administrative Agent or the Required Facility Lenders under the Revolving Facility (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable or (B) required by Section 2.06(c), such Revolving Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion 102% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower Borrowers described in clause (hSection 7.01(h) or (i) of Article VII). Each such Such deposit shall be held by the Administrative Agent for the satisfaction of the LC Exposure and as collateral for the payment and performance of the obligations of the Borrowers under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers under the Loan DocumentsObligations. If the Borrowers are a Revolving Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers such Revolving Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to a Borrower shall occur and be continuing, such Borrower shall, on the Company Business Day it receives notice from the Agent or any the Required Banks thereof and of the amount to be deposited, deposit in an account with the Collateral Agent, for the benefit of the Banks, an amount in cash equal to the portion of the L/C Exposure attributable to Letters of Credit issued for the account of such Borrower described in clause (h) or (i) and outstanding as of Article VIIsuch date. Each such Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such Such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall automatically be applied by the Administrative Agent to reimburse the applicable Issuing Banks Fronting Bank for LC L/C Disbursements attributable to Letters of Credit issued for the account of the Borrower depositing such moneys for which they have the Fronting Bank has not been reimbursed andreimbursed, to the extent not so applied, shall and any remaining amounts will either (i) be held for the satisfaction of the reimbursement obligations of the Borrowers such Borrower for the LC L/C Exposure at such time or, or (ii) if the maturity of the Loans of such Borrower has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures)accelerated, be applied to satisfy other the obligations of the Borrowers such Borrower under the Loan Documentsthis Agreement. If the Borrowers are a Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers such Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If (i) any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable or (ii) 30 days prior to the Maturity Date there exists outstanding Letters of Credit having an expiration date beyond the Maturity Date, the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion 105% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers under the Loan DocumentsSecured Obligations. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that on which the Company receives Borrowers receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower the Borrowers shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hg) or (ih) of Article VII. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement, and the Borrowers hereby grant the Lenders a security interest in all funds and investments in such account to secure such obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the 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 Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers under the Loan Documentsthis Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to the provisions of Section 2.10(b) or (c), the foregoing provisions will apply thereto, and, provided that no Event of Default has occurred and is continuing, such cash collateral will be returned to the Borrowers at their request to the extent such cash collateral is not then required to comply with Section 2.10(b) or (c).

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower (i) the U.S. Borrowers shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and Lender Parties (the applicable Issuing Bank“LC Collateral Account”), an amount in cash and in the currency of such Letter of Credit equal to the portion 103% of the U.S. LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; and (ii) the Canadian Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Canadian Lender Parties (the “Canadian LC Collateral Account”), an amount in cash equal to 103% of the Canadian LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause clauses (hi) or (ij) of Article VII. Each such deposit Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Secured Obligations in the case of deposits in the Borrowers under this AgreementLC Collateral Account, and the Canadian Secured Obligations in the case of deposits in the Canadian LC Collateral Account. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccounts; and (x) the U.S. Borrowers hereby grant the Administrative Agent (for the benefit of the Lender Parties) a security interest in the LC Collateral Account and (y) the Canadian Borrowers hereby grant the Administrative Agent (for the benefit of the Canadian Lender Parties) a security interest in the Canadian LC Collateral 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Subject to Section 12.01, moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the U.S. Borrowers or the Canadian Borrowers, as applicable, for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresRequired Lenders), be applied applied, in the case of moneys in the LC Collateral Account, to satisfy other obligations Secured Obligations or, in the case of moneys in the Borrowers under the Loan DocumentsCanadian LC Collateral Account, to satisfy other Canadian Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all such Events of Default have been cured or waived.

Cash Collateralization. If (i) any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures Exposure representing more greater than 5050.1% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph or (ii) the Borrower shall request the issuance of a Letter of Credit with an expiry date subsequent to the fifth Business Day prior to the Maturity Date, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and equal to the LC Exposure as of such date (or, in the currency case of clause (ii), in the face amount of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date Credit) plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing more greater than 5050.1% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If the Commitments shall be terminated or if any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower Agent, on behalf of the applicable Borrowers, receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each the applicable Borrower Borrowers shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, Lenders an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral with respect to the LC Exposure shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any applicable Borrower described in clause (hg) or (ih) of Article VIISection 7.01. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Credit Parties under this Agreementthe Credit Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the applicable Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure Exposures at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Credit Parties under the Loan Credit Documents. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers them within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% a Majority in Interest of the aggregate amount of the LC ExposuresRevolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hi) or (ij) of Article VIISection 7.01. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the 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 Lenders with LC Exposures representing more than 50% a Majority in Interest of the aggregate LC ExposuresRevolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after the date on which all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Aggregate Revolving Exposure would not exceed the Aggregate Revolving Commitment and no Default shall have occurred and be continuing.

Cash Collateralization. If any an Event of Default shall occur and be continuing, on continuing and the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Majority Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall immediately deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in into an account with established and maintained on the books and records of the Administrative Agent, which account may be a “securities account” (within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York), in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit L/C Obligations as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause paragraph (he) or (i) of Article VIISection 9. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers L/C Obligations under this Agreement, and for this purpose the Borrower hereby grants a security interest to the Administrative Agent for the benefit of the Lenders in such collateral account and in any financial assets (as defined in the Uniform Commercial Code as in effect in the State of New York) or other property held therein. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Lender for LC Disbursements L/C Obligations for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for Borrower in respect of the LC Exposure other L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures)Issuing Lender, be applied to satisfy other obligations of Obligations; provided, however, that the Borrowers under the Loan Documents. If the Borrowers are required Borrower shall be entitled to provide cash collateral hereunder all deposits in such account at such time as a result of the occurrence of an no Event of Default, such cash collateral (to the extent not applied as aforesaid) Default shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waivedthen exist.

Cash Collateralization. If (A) any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent Agent, the Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph or (B) required by Section 2.06(c), each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, Issuing Bank and the applicable Issuing BankRevolving Lenders, an amount in cash and in the currency of such Letter of Credit equal to the portion 102% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement, with any remaining balance returned to the Loan DocumentsBorrower. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (including all interest or profits, if any, on the investment thereof) (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion 103% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hSection 7.1(a)(7) or (i) of Article VIISection 7.1(a)(8). The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.3(c), 2.10 or 2.20(c). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall shall, notwithstanding anything to the contrary in the Security Documents, be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of the Required Lenders with LC Exposures representing more and (ii) in the case of any such application at a time when any Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than 50% of the aggregate LC ExposuresExposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, the Aggregate Revolving Exposure would not exceed the Aggregate Commitment and no Default shall have occurred and be continuing. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.20(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as promptly as practicable to the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral and no Default shall have occurred and be continuing.

Cash Collateralization. If (i) any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures Exposure representing more greater than 5051% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph or (ii) any Letter of Credit remains outstanding on the fifth Business Day prior to the Stated Maturity Date, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon (A) the occurrence of any event described in the foregoing clauses (i) or (ii) or (B) the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hg) or (ih) of Article VIISection 7.01. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this AgreementAgreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, deposits (which investments shall be made at the option and sole discretion of the Administrative Agent Agent, but only in investments rated at least AA (which will use reasonable efforts to obtain a return or equivalent) by at market rates on any such investmentsleast one nationally recognized rating agency) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountaccount and may, subject to the immediately preceding sentence be reinvested from time to time. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable each Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing more greater than 5051% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement and the other Loan Documents. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Letter of Credit remaining outstanding on the fifth Business Day prior to the Stated Maturity Date, then such cash collateral or portion thereof shall be released promptly following: (i) the elimination of the applicable LC Exposure, (ii) the Administrative Agent’s good faith determination that there exists excess cash collateral, or (iii) the extension of the Stated Maturity Date to a date that is more than five Business Days later than the expiry date of the applicable Letter of Credit.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hSection 7.1(a)(7) or (i) of Article VIISection 7.1(a)(8). The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.10 or 2.20(c). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall shall, notwithstanding anything to the contrary in the Security Documents, be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of the Required Lenders with LC Exposures representing more and (ii) in the case of any such application at a time when any Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than 50% of the aggregate LC ExposuresExposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, the Aggregate Revolving Exposure would not exceed the Aggregate Commitment and no Default shall have occurred and be continuing. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.20(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as promptly as practicable to the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that on which the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; , provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause paragraph (h) or (i) of Article VII. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b) or to the extent that after the Revolving Availability Period any LC Exposure remains outstanding. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ Borrower’s risk and expenseexpense (provided that such cash collateral shall be invested solely in investments that provide for preservation of capital), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers 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 Exposures Exposure representing more greater than 50% of the aggregate LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% a Majority in Interest of the aggregate amount of the LC ExposuresRevolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, each the applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any a Borrower described in clause (h) or (i) of Article VIISection 7.01. The applicable Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers such Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% a Majority in Interest of the aggregate LC ExposuresRevolving Lenders), be applied to satisfy other obligations of the Borrowers such Borrower under the Loan Documentsthis Agreement. If the Borrowers are applicable Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers such Borrower within three Business Days after the date on which all Events of Default have been cured or waived. If the applicable Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to such Borrower as and to the extent that, after giving effect to such return, the Aggregate Revolving Exposure would not exceed the Aggregate Revolving Commitment and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account maintained with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, Issuing Banks and the applicable Issuing BankLenders, an amount in cash and in the currency of such Letter of Credit equal to the portion of the Total LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid fees and interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Sections 2.10(c) and 2.19. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at deposits (in the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on event any such investments) and at investment is made pursuant to the Borrowers’ risk and expensefollowing sentence), such deposits shall not bear interest. The Administrative Agent shall not be required to invest any such deposits; provided that if the Administrative Agent elects to invest any such deposits, the Administrative Agent shall invest such deposits in one or more types of Cash Equivalents, and such investments shall be at the Borrower’s risk and expense. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall shall, notwithstanding anything to the contrary in Section 2.17(b), be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the Total LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to in the case of any such application at a time when any Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders) the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposureseach Issuing Bank), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, the Total Revolving Credit Exposure would not exceed the Aggregate Commitments and no Event of Default shall have occurred and be continuing. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.19, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as promptly as practicable to the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If required pursuant to Section 2.22(b) or if any Event of Default shall occur and be continuing, (i) in the case of an Event of Default described in Section 8.01(h) or (i), on the Business Day that or (ii) otherwise, on the Company third Business Day, in each case, following the date on which the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Majority Lenders with LC Exposures representing more than 50% respect to each of the aggregate amount of Revolving Facility and the LC ExposuresSynthetic L/C Facility) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an a separate account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit Dollars equal to the portion of the LC aggregate L/C Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereonthereon or, as applicable, the amount required pursuant to Section 2.22(b); provided provided, that (i) the portions of such amount attributable to undrawn Alternative Currency Letters of Credit or L/C Disbursements in an Alternative Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Alternative Currencies in the actual amounts of such undrawn Letters of Credit and L/C Disbursements and (ii) upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (which will use reasonable efforts to obtain a return ii) at market rates on any such investments) other time, the Borrower, in each case, in Permitted Investments and at the Borrowers’ risk and expenseexpense of the Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable each Issuing Banks Bank for LC L/C Disbursements for which they have such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Majority Lenders with LC Exposures representing more than 50% respect to each of the aggregate LC ExposuresRevolving Facility and the Synthetic L/C Facility), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.22(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after Section 2.22(b) no longer requires the provision of such cash collateral.

Cash Collateralization. If any Event of Default described in clauses (a), (b), (h) or (i) of Article VII shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or that the Required Lenders have (or, if the maturity of the Loans has been accelerated, the Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding demanded the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the total LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for Borrower in respect of 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 Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of DefaultDefault described above, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three two Business Days after all such Events of Default have been cured or waivedwaived or the Obligations have been paid in full and the Letters of Credit have terminated or expired and all Commitments have terminated or expired.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that on which the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% a Majority in Interest of the aggregate amount of the LC ExposuresRevolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.10(b), 2.19(c) or 2.21(d). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of a Majority in Interest of the Revolving Lenders with LC Exposures representing more and (ii) in the case of any such application at a time when any Revolving Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than 50% of the aggregate LC ExposuresExposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, the Aggregate Revolving Exposure would not exceed the Aggregate Revolving Commitment and no Default shall have occurred and be continuing. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.19(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Revolving Commitments of the non-Defaulting Lenders and/or the remaining cash collateral and no Default shall have occurred and be continuing.

Cash Collateralization. If (i) any Event of Default shall occur and be continuing, on within two (2) Business Days of the Business Day that the Company receives Company’s receipt of notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraphparagraph or (ii) as of the date five Business Days prior to the Maturity Date, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding any Letter of Credit issued for such Borrower’s accountremains outstanding, in either case, the Company shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit Dollars equal to 105% of the portion Dollar Equivalent of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each Any such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures)accelerated, be applied to satisfy other obligations of the Borrowers under the Loan Documentsthis Agreement. If the Borrowers are Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Company within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company applicable Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each the applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit Dollars equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hg) or (ih) of Article VIISection 8.01. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreementrelevant Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the relevant Borrowers for the LC Exposure at such time ortime, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the relevant Borrowers under the Loan Documentsthis Agreement. If the Borrowers are any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers applicable Borrower within three (3) Business Days following a request to do so after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders Banks (or, if the maturity of the Loans has been accelerated, Lenders Banks with LC Exposures representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower the Company shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing BankBanks, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (he) or (if) of Article VIIVIII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Company under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expenseAgent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders Banks with LC Exposures representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Company under the Loan Documentsthis Agreement. If the Borrowers are Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Company within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default under Section 7.01 (i), (ii), (vii)(A), (viii) or (ix) shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Tranche A Lenders and Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hviii) or (iix) of Article VIISection 7.01. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable each Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Tranche A Lenders and Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Default shall have occurred and be continuing.

Cash Collateralization. If (a) any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Majority Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph or (b) Borrower is required to cash collateralize pursuant to Section 2.21 as a result of a Defaulting Lender, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) Section 8.1(g). Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10, and any such cash collateral so deposited and held by the Administrative Agent hereunder shall constitute part of Article VIIthe Borrowing Base for purposes of determining compliance with Section 2.10. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the 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 pursuant to Section 2.21 as a result of a Defaulting Lender, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived. If Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10, such amount (to the extent not applied as aforesaid) shall be returned to Borrower as and to the extent that, after giving effect to such return, Borrower would remain in compliance with Section 2.10 and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon, if any; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hg) or (ih) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Majority Class Lenders with LC Exposures representing more than 50% of respect to the aggregate LC ExposuresRevolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement, provided that, to the Loan Documentsextent such obligations are owed to Lenders, such application shall be on a pro rata basis. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the earlier of (i) the third Business Day that after the Company receives European J.V. shall receive notice from the Administrative Agent or the Required Majority Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraphparagraph and (ii) the date on which the maturity of the Loans shall be accelerated or the ABT Commitments terminated, each applicable Borrower the Borrowers shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account or accounts with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash equal to the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit and (ii) the aggregate amount of all unreimbursed LC Disbursements and all interest accrued and unpaid thereon. Amounts payable under the preceding sentence in respect of any Letter of Credit or LC Disbursement shall be payable in the currency of such Letter of Credit equal or LC Disbursement, except that LC Disbursements in US Dollars or Pounds Sterling in respect of which the applicable Borrower's reimbursement obligations have been converted to the portion of the LC Exposure attributable to such Letter of Credit obligations in Euros as of such date plus any provided in paragraph (e) above and interest accrued and unpaid interest thereon; provided that the thereon shall be payable in Euros. The obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount or accounts. Other than any interest earned on the investment of such deposits, which investments investment shall be in Temporary Cash Investments and shall be made at in the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ ' risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountaccount or accounts. Monies Moneys in such account or accounts shall be applied by the Administrative Agent to reimburse the applicable each Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresExposures and the Issuing Banks with outstanding Letters of Credit), be applied to satisfy other obligations of the Borrowers under the Loan Documentsthis Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result under this paragraph, then (1) if the maturity of the occurrence Loans has not been accelerated and the LC Exposure shall be reduced to an amount below the amount so deposited, the Administrative Agent will return to the Borrowers any excess of an Event of Default, the amount so deposited over the LC Exposure and (2) such cash collateral amount (to the extent not applied as aforesaidprovided above in this paragraph) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures Exposure representing more greater than 5050.00% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.04(j), each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause clauses (h) or (i) of Article VIISection 7.01. The Borrower also shall deposit cash collateral pursuant to this Section 2.04(j) 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 Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing more greater than 5050.00% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.10(b) and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or (i), on the Business Day that Day, or (ii) in the Company case of any other Event of Default, on the third Business Day, in each case, following the date on which the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraphparagraph (j), each applicable the Borrower Parties shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Revolving L/C Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(h) or (i), the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower Parties under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (A) for so long as an Event of Default shall be continuing, the Administrative Agent and (which will use reasonable efforts to obtain a return B) at market rates on any such investments) other time, the Borrower, in each case, in Permitted Investments and at the Borrowers’ risk and expenseexpense of the Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable each Issuing Banks Bank for LC L/C Disbursements for which they have such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower Parties for the LC Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresRequired Lenders), be applied to satisfy other obligations of the Borrowers Borrower Parties under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC ExposuresRequired Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower the Company shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, Issuing Banks and the applicable Issuing BankRevolving Lenders, an amount in cash and cash, in the currency of such Letter of Credit original currency, equal to one hundred five percent (105%) of the portion amount of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided provided, that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account, and the Company hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, a security interest in 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable relevant Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresRequired Revolving Lenders), be applied to satisfy other obligations of the Borrowers under the Loan DocumentsObligations. If the Borrowers are Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Company within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% a Majority in Interest of the aggregate amount of the LC ExposuresRevolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit Dollars equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral in Dollars in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks in Dollars for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the 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 Lenders with LC Exposures representing more than 50% a Majority in Interest of the aggregate LC ExposuresRevolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower, upon the written request of the Borrower, within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Aggregate Revolving Exposure would not exceed the Aggregate Revolving Commitment and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Class D Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Class D Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the LC Exposure attributable to such Letter of Credit Borrower as of such date (in the currency in which such Letters of Credit and LC Disbursements are denominated) plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hi) or (ij) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent (which will provided that the Administrative Agent shall use reasonable efforts to obtain a return at market rates on any make such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Class D Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount and any interest or profits thereon (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default Defaults have been cured or waived.

Cash Collateralization. If any Event of Default (other than an Event of Default described in clause (g) or (h) of Article VII) shall occur and be continuing, the Borrower shall, on the Business Day that the Company it receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures holding participations in outstanding Letters of Credit representing more greater than 50% of the aggregate undrawn amount of all outstanding Letters of Credit) thereof and of the LC Exposuresamount to be deposited, or, if an Event of Default described in clause (g) demanding or (h) of Article VII shall occur, on the Business Day of such occurrence, deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash in dollars equal to the Equivalent Dollar Amount of 105% of the aggregate amount of all L/C Obligations at that date plus all applicable fees, interest, premium (if any) and in costs that have accrued or will accrue through the currency remaining term of such Letter of Credit equal Credit. The Agent may, at any time and from time to time after the portion initial deposit, request that additional cash collateral be provided in order to protect against the results of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VIIexchange fluctuations. Each such deposit Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Liquid Investments, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expenseAgent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC L/C Disbursements for which they have not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure L/C Obligations at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures holding participations in outstanding Letters of Credit representing more greater than 50% of the aggregate LC Exposuresundrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that continuing and the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall the Company shall, within three (3) Business Days after receipt by the Company of such notice, deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion Dollar Amount of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Company is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Sections 2.06(c) and 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest or profits earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Company (if approved by the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investmentsin its sole discretion) and at the Borrowers’ Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Company 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 Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers under the Loan DocumentsObligations. If the Borrowers are Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Defaulthereunder, such cash collateral amount and all interest and profits thereon (to the extent not applied as aforesaid) shall be returned to the Borrowers Company (A) if provided as a result of the occurrence of an Event of Default, within three Business Days after all Events of Default have been cured or waived, and (B) if provided pursuant to Section 2.11(b), within three Business Days after cover for LC Disbursements pursuant to Section 2.11(b) is no longer necessary to eliminate the excess referred to therein.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% a Majority in Interest of the aggregate amount of the LC ExposuresRevolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, each the applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion 105% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any a Borrower described in clause (hi) or (ij) of Article VII. The Borrowers also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.12(b), 2.12(c) or 2.21. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall shall, notwithstanding anything to the contrary in the Security Documents, be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of a Majority in Interest of the Revolving Lenders with LC Exposures representing more and (ii) in the case of any such application at a time when any Revolving Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than 50% of the aggregate LC ExposuresExposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrowers under the Loan Documentsthis Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.12(b) or 2.12(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers to the extent that, after giving effect to such return, the Aggregate Revolving Total Exposure would not exceed the Aggregate Revolving Commitment and no Default shall have occurred and be continuing. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.21, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as promptly as practicable to the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Revolving Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral and no Default shall have occurred and be continuing.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing, then on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash Cash collateral pursuant to this paragraphparagraph (j), each applicable upon such demand, the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s accountdeposit, in an interest-bearing account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, Revolving Lenders and the applicable Issuing BankBanks (the “LC Collateral Account”), an amount in cash and in the currency of such Letter of Credit Cash equal to the portion 103% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereondate; provided that the obligation to deposit such Cash Collateralize collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hSection 7.01(f) or (g). Any such deposit under clause (i) of Article VII. Each such deposit above shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Secured Obligations in accordance with the provisions of the Borrowers under this Agreementparagraph (j). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on account and the investment of such deposits, which investments shall be made at the option and sole discretion of Borrower hereby grants the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at security interest in the Borrowers’ risk and expense, such deposits shall not bear interestLC Collateral Account. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures), be applied to satisfy other obligations of the Borrowers under the Loan Documentstime. If the Borrowers are Borrower is required to provide cash an amount of Cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned to the Borrowers within Borrower promptly but in no event later than three Business Days Days, after all Events such Event of Default have has been cured or waived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing, on the Business Day that the Company Parent Borrower receives notice from the Administrative Agent or a Majority in Interest of the Required Revolving Lenders (or, if the maturity of the Loans Pro Rata Advances has been accelerated, Revolving Lenders with LC aggregate Letter of Credit Exposures representing more greater than 50% of the aggregate amount Letter of the LC Credit Exposures) demanding the deposit of cash collateral pursuant to this paragraphSection 2.21(h)(i), each applicable Borrower the Borrowers shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, Revolving Lenders and the applicable Issuing BankBanks, an amount in cash and in equal to the currency of such aggregate Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit Exposures as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Parent Borrower described in clause (h) or (i) of Article VIISection 6.01(e). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementAgreement to the Revolving Lenders and the Issuing Banks. The Administrative Agent shall have exclusive dominion and control, as defined in the Uniform Commercial Code of the State of New York, 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable each Issuing Banks Bank for LC Letter of Credit Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure aggregate Letter of Credit Exposures at such time or, if the maturity of the Loans Pro Rata Advances has been accelerated (but subject to the consent of Revolving Lenders with LC Letter of Credit Exposures representing more greater than 50% of the aggregate LC Letter of Credit Exposures), be applied to satisfy other obligations of the Borrowers under the Loan Documentsthis Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers applicable Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion 105% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresRequired Lenders), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Lead Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC ExposuresAdministrative Agent) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower the Borrowers shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and Revolving Lenders (the applicable Issuing Bank“LC Collateral Account”), an amount in cash and in the currency of such Letter of Credit equal to the portion 103% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower Borrowers described in clause (hg) or (ih) of Article VIISection 7.01. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementSecured Obligations. The Administrative Agent shall have has exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures)accelerated, be applied to satisfy other obligations of the Borrowers under the Loan DocumentsSecured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default such Defaults have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Parent Borrower or any Foreign Subsidiary Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Class A Revolving Lenders and/or Tranche B-1 Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be, shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the applicable currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company Parent Borrower or any Foreign Subsidiary Borrower described in clause (h) or (i) of Article VII. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Parent Borrower and the Foreign Subsidiary Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expenseexpense of the Parent Borrower and the Foreign Subsidiary Borrowers, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Parent Borrower and the Foreign Subsidiary Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Class A Revolving Lenders and/or Tranche B-1 Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Parent Borrower and the Foreign Subsidiary Borrowers under the Loan Documentsthis Agreement. If the Borrowers are Parent Borrower or any Foreign Subsidiary Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount plus any accrued interest or realized profits of such amounts (to the extent not applied as aforesaid) shall be returned to the Borrowers Parent Borrower or such Foreign Subsidiary Borrower within three Business Days after all Events of Default have been cured or waived. If the Parent Borrower is required to provide an amount of such collateral hereunder pursuant to Section 2.11(b), such amount plus any accrued interest or realized profits on account of such amount (to the extent not applied as aforesaid) shall be returned to the Parent Borrower as and to the extent that, after giving effect to such return, the Parent Borrower would remain in compliance with Section 2.11(b) and no Default or Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account maintained with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, Issuing Banks and the applicable Issuing BankLenders, an amount in cash and in the currency of such Letter of Credit equal to the portion of the Total LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.10(c) and Section 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at deposits (in the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on event any such investments) and at investment is made pursuant to the Borrowers’ risk and expensefollowing sentence), such deposits shall not bear interest. The Administrative Agent shall not be required to invest any such deposits; provided that if the Administrative Agent elects to invest any such deposits, the Administrative Agent shall invest such deposits in one or more types of Cash Equivalents, and such investments shall be at the Borrower’s risk and expense. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall shall, notwithstanding anything to the contrary in Section 2.17(b), be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the Total LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to in the case of any such application at a time when any Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders) the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposureseach Issuing Bank), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, the Total Revolving Credit Exposure would not exceed the Aggregate Commitments and no Event of Default shall have occurred and be continuing. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.20, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as promptly as practicable to the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default described in clause (a), (b), (h) or (i) of Article VII shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter Letters of Credit issued for the account of such Borrower as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. The Borrowers also shall deposit cash collateral in accordance with 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 Borrowers under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ applicable Borrower's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers applicable Borrower for the LC Exposure attributable to Letters of Credit issued for the account of such Borrower at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures)accelerated, be applied to satisfy other obligations of the Borrowers under the Loan Documentsthis Agreement. If the Borrowers are a Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence and continuance of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers such Borrower within three Business Days after all Events of Default have been cured or waived. If a Borrower is 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 such Borrower as and to the extent that, after giving effect to such return, the Aggregate Revolving Exposure would not exceed the Aggregate Commitment and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC ExposuresRequired Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower the Borrowers shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing BankSecured Parties, an amount in cash and cash, in the currency of such Letter of Credit original currency, equal to one hundred three percent (103%) of the portion amount of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided provided, that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account, and the Borrowers hereby grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresRequired Revolving Lenders), be applied to satisfy other obligations of the Borrowers under the Loan DocumentsSecured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day day that the Company Borrower receives a request from an Issuing Bank or notice from the Administrative Agent or referred to in Section 8.1, the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an a deposit account with the Administrative Agent, in the name of the Administrative Agent and Agent, for the benefit of the Lenders, as applicable, Issuing Banks and the applicable Issuing BankLenders, an amount in cash and in Dollars equal to 103% of the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit Usage as of such date plus any accrued and unpaid interest thereondate; provided that the obligation to deposit such Cash Collateralize Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default specified in Section 8.1(f) or 8.1(g). The Borrower also shall deposit Cash Collateral in accordance with respect this Section 2.3(h) as and to the Company or any Borrower described in clause (hextent required by Section 2.13(e) or (i) of Article VII2.21. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such deposit 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) with the Borrower’s consent and at the 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. Monies Funds in such account shall shall, notwithstanding anything to the contrary in the Collateral Documents, be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements honored drawings under Letters of Credit for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure Letter of Credit Usage at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of Lenders with LC Exposures representing more than 50% a Majority in Interest of the Revolving Lenders and (ii) in the case of any such application at a time when any Revolving Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining Cash Collateral shall be less than the aggregate LC ExposuresFronting Exposure), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide cash collateral hereunder Cash Collateral as a result of the occurrence of an Event of Default, such cash collateral Cash Collateral (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days Borrower promptly after all Events of Default have been cured or waivedwaived and the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower to that effect. If the Borrower is required to provide Cash Collateral pursuant to Section 2.13(e), such Cash Collateral (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, the Total Utilization of Revolving Commitments would not exceed the Total Revolving Commitments and no Default or Event of Default shall have occurred and be continuing. If the Borrower is required to provide Cash Collateral pursuant to Section 2.21, such Cash Collateral (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, no Issuing Bank shall have any Fronting Exposure and no Default or Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Requisite Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, Collateral Account an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (ha) of Section 7.01 or any Event of Default described in clause (i) of Article VIISection 7.01. Each such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this AgreementAgreement and the Borrower hereby grants the Collateral Agent a security interest in respect of each such deposit and the Collateral Account in which such deposits are held. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Collateral 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 Collateral Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ Borrower's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Collateral Account. Monies Moneys deposited in such account the Collateral Account pursuant to this Section 2.06(j) shall be applied by the Administrative Collateral Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers 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 Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Defaults or Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon, if any; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hg) or (ih) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresRequired Revolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement, provided that, to the Loan Documentsextent such obligations are owed to Revolving Lenders, such application shall be on a pro rata basis. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC ExposuresRequired Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing BankSecured Parties, an amount in cash and cash, in the currency of such Letter of Credit original currency, equal to one hundred five percent (105%) of the portion amount of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresRequired Revolving Lenders), be applied to satisfy other obligations of the Borrowers under the Loan DocumentsSecured Obligations. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposures representing more greater than 50% of the aggregate amount of the total LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit Exposures as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers 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 Exposures representing more greater than 50% of the aggregate total LC Exposures), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuingcontinuing and the maturity of the Revolving Loans shall be accelerated or the Commitments terminated as provided in Article 7, on the Business Day that the Company receives Borrowers receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC Exposures) Exposure demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower the Borrowers shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, Cash Collateral Account an amount in cash and in the currency of such Letter of Credit equal to the portion 105% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, (i) upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hSections 7.01(e) or 7.01(f) or (iii) if any Letters of Article VIICredit remain outstanding and undrawn on the Termination Date. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsSuch deposits shall, which investments shall pending their application as provided below, be made at the option and sole discretion of invested by the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and Agent, at the Borrowers’ risk and expense, in repurchase obligations with respect to United States of America Treasury securities or other high-quality overnight or short-term investments (which may include certificates of deposit of the Administrative Agent), and any interest earned through the investment of such deposits shall not bear interestbe for the Borrowers’ account and shall be added to the deposits held by the Administrative Agent under this Section and applied as provided herein. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks relevant Fronting Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC Exposures)Exposure, be applied to satisfy other obligations of the Borrowers under the Loan Documentsthis Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount, together with any interest earned thereon (to the extent not applied as aforesaid) ), shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Domestic Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if that the maturity of the Loans has been accelerated, Required Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) are demanding the deposit of cash collateral pursuant to this paragraphSection 2.17(i), each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hSection 6.01(g) or (i) of Article VIISection 6.01(h). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable each Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresRequired Lenders), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Domestic Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Requisite Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, Collateral Account an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (ha) of Section 7.01 or any Event of Default described in clause (i) of Article VIISection 7.01. Each such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this AgreementAgreement and the Borrower hereby grants the Collateral Agent a security interest in respect of each such deposit and the Collateral Account in which such deposits are held. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at in accordance with the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expenseSecurity Agreement, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Collateral Account. Monies Moneys deposited in such account the Collateral Account pursuant to this Section 2.06(j) shall be applied by the Administrative Collateral Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers 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 Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Defaults or Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Requisite Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, Collateral Account an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest fees thereon; provided that the obligation Borrower’s obligations to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (ha) of Section 7.01 or any Event of Default described in clause (i) of Article VIISection 7.01. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Obligations under this AgreementAgreement and the Borrower hereby grants the Administrative Agent a security interest in respect of each such deposit and the Collateral Account in which such deposits are held. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe Collateral 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Collateral Account. Monies Moneys deposited in such account the Collateral Account pursuant to this Section 2.06(i) shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers 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 Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement and the other Loan Documents. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default Defaults have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the continuing and Administrative Agent or the Required Lenders (or, if the maturity provides notice to Borrowers of the Loans has been acceleratedrequirement that Borrowers Cash Collateralize all outstanding Letters of Credit, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding or if any Letter of Credit issued for such Borrower’s accountremains outstanding beyond the Maturity Date, the Borrowers shall deposit in an account one or more accounts with the Administrative Agent, for the benefit of the L/C Issuer, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion 105% of the LC Exposure attributable to such Letter US Dollar Equivalent face amount of all outstanding Letters of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) under Sections 15.6 or (i) of Article VII15.7 herein. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations outstanding Letters of Credit and all fees referred to in Section 3.1 (the Borrowers under this Agreement“LC Exposure”). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount(s), and Borrowers hereby grant Administrative Agent a security interest in such account(s) to secure the LC Exposure. 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountaccount(s). Monies Moneys in such account account(s) shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks L/C Issuer for LC Disbursements draws under any Letter of Credit for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures), be applied to satisfy other obligations of the Borrowers under the Loan DocumentsExposure. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, Administrative Agent shall return such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waivedwaived and the Loans de-accelerated. If the Borrowers are required to provide cash collateral as a result of any Letter of Credit being outstanding beyond the Maturity Date, Lender shall return such cash collateral upon the expiration of such Letter of Credit to the extent no claims have been made and are outstanding against such Letter of Credit. Upon the Payment in Full of all of the Obligations, all cash collateral shall be returned to Borrowers or such other party as directed by any court of law having jurisdiction over such cash collateral.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% a Majority in Interest of the aggregate amount of the LC ExposuresRevolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hi) or (ij) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of as mutually agreed by the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and the Borrower and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the 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 Lenders with LC Exposures representing more than 50% a Majority in Interest of the aggregate LC ExposuresRevolving Lenders), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Aggregate Revolving Exposure would not exceed the Aggregate Revolving Commitment and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuingcontinuing or if the Borrower is required to provide cash collateral pursuant to Section 2.06(b), on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraphSection 2.03(l), each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with designated by the Administrative Agent, in the name of the Administrative Agent and for the ratable benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion 110% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, (i) upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause Section 8.01(f) and (hii) or (i) of Article VIIas required by Section 2.06(b). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Obligations under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ Borrower’s risk and expenseexpense (provided that such cash collateral shall be invested solely in investments that provide for preservation of capital), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks LC Issuers for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the 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 Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresRequired Lenders), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide deposit cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower (i) within three Business Days after all Events of Default have been cured or waivedwaived and (ii) promptly upon the payment in full of all the Obligations and the reduction of the aggregate LC Exposure to zero. If the Borrower is required to provide cash collateral hereunder pursuant to Section 2.06(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.06(b).”

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that on which the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% a Majority in Interest of the aggregate amount Revolving Lenders (treating the Classes of the LC ExposuresRevolving Commitments and Revolving Loans as one Class)) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such each applicable Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VIISection 7.01. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b), 2.20(c) or 2.22(c). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Notwithstanding the terms of any Security Document, moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of a Majority in Interest of the Revolving Lenders with LC Exposures representing more (treating the Classes of Revolving Commitments and Revolving Loans as one Class) and (ii) in the case of any such application at a time when any Revolving Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than 50% of the aggregate LC ExposuresExposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, the Aggregate Revolving Exposure in respect of the applicable Class of Revolving Commitments or Revolving Loans would not exceed the Aggregate Revolving Commitment in respect of such Class and no Default shall have occurred and be continuing. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.20(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Revolving Commitments of the non-Defaulting Lenders and/or the remaining cash collateral and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company U.S. Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each the U.S. Borrower and any applicable Borrower shall deposit Subsidiary (“Cash Collateralize”) in with respect of each outstanding Letter to any Letters of Credit issued for such its account only, jointly and severally with the Borrower’s account, ) shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company U.S. Borrower or any Borrower applicable Subsidiary with respect to any Letters of Credit issued for its account described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers U.S. Borrower and any applicable Subsidiary under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ U.S. Borrower's and any applicable Subsidiary's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers U.S. Borrower and any applicable Subsidiary for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers U.S. Borrower under the Loan Documentsthis Agreement. If the Borrowers are U.S. Borrower and any applicable Subsidiary is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers U.S. Borrower or applicable Subsidiary within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Parent Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower the Account Parties shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Primary Borrower described in clause (h) or (i) of Article VII. Such deposits of cash collateral shall be made in the respective amounts and currencies that correspond to the amounts and currencies of the LC Exposure in respect of each Letter of Credit. Each such deposit pursuant to this paragraph or Section 2.11(b) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Primary Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the BorrowersAccount Parties’ risk and expenseexpense (unless reasonably objected to by the Parent Borrower in a timely manner), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Account Parties 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 Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Account Party under the Loan Documentsthis Agreement. If the Borrowers are Account Party is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Account Parties within three Business Days after all Events of Default have been cured or waived. If the Account Party is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Account Party as and to the extent that, after giving effect to such return, the Account Party would remain in compliance with Section 2.11(b) and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, the Borrower shall, on the Business Day that the Company it receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures holding participations in outstanding Letters of Credit representing more greater than 50% of the aggregate undrawn amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each all outstanding Letter Letters of Credit issued for such Borrower’s accountthereof and of the amount to be deposited, deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC L/C Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VIIdate. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and, if so requested by the Borrower, shall invest the deposits therein in Permitted Investments. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expenseAgent, such deposits shall not bear interest. Interest interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC L/C Disbursements for which they have it has not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures holding participations in outstanding Letters of Credit representing more greater than 50% of the aggregate LC Exposuresundrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documents. If the Borrowers are required to provide cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waivedthis Agreement.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion 103% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the 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 Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresRequired Lenders), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and Revolving Lenders (the applicable Issuing Bank“LC Collateral Account”), an amount in cash and in the currency of such Letter of Credit equal to 103% of the portion amount of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided provided, that the obligation to deposit such Cash Collateralize Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe LC Collateral Account. Monies Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers 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 Exposures representing more than 50% of the aggregate LC Exposures), be applied to satisfy other obligations of the Borrowers under the Loan Documents. If the Borrowers are required to provide cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived.Exposure

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Global Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures Exposure representing 66-2/3% or more than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Global Administrative Agent, in the name of the Global Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) Section 8.1(g). Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10, and any such cash collateral so deposited and held by the Global Administrative Agent hereunder shall constitute part of Article VIIthe Global Borrowing Base for purposes of determining compliance with Section 2.10. Each such deposit shall be held by the Global Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Global Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Global Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Global Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing 66-2/3% or more than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived. If Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10, such amount (to the extent not applied as aforesaid) shall be returned to Borrower as and to the extent that, after giving effect to such return, Borrower would remain in compliance with Section 2.10 and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower the Borrowers shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and Revolving Lenders (the applicable Issuing Bank“LC Collateral Account”), an amount in cash and in the currency of such Letter of Credit equal to the portion 105% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion Permitted Discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account account, including interest and profits, shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures), or be applied to satisfy other obligations of the Borrowers under the Loan Documentsoutstanding Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all Events of Default such Defaults have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures Exposure representing more greater than 5066- 2/3% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause clauses (h) or (i) of Article VII. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.09(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable an Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing more greater than 5066 2/3% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.09(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.09(b) and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or (at the instruction of the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC ExposuresLenders) demanding the deposit of cash collateral pursuant to this paragraphCover, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) Section 7.1(g), 7.1(h), or (i) of Article VII7.1(i). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waivedwaived or the total LC Exposure is reduced to nil.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing, on the Business Day that the Company Lead Borrower receives notice from the Administrative Agent or (acting at the request of the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC ExposuresLenders) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraph, each applicable the Lead Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative AgentLC Collateral Account, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing BankSecured Creditors, an amount in cash and in the currency of such Letter of Credit equal to the portion 102.00% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VIIdate. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement, but shall be immediately released and returned to the applicable Borrowers (in no event later than two (2) Business Days) once all Events of Default are cured or waived. The Administrative Agent shall have a first priority perfected Lien (subject to Permitted Liens) and 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) only in Cash Equivalents and at the Borrowers’ direction of the Lead Borrower and at the Lead Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Lead Borrower and the Canadian Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations Obligations of the Borrowers under the Loan Documents. If the Borrowers are required to provide cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waivedLead Borrower.

Cash Collateralization. (i) If any Specified Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or (acting at the request of the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC ExposuresLenders) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraphparagraphclause (j)(i), each applicable Borrower the Borrowers shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative AgentLC Collateral Account, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing BankSecured Creditors, an amount in cash and in the currency of such Letter of Credit equal to the portion 103.00% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VIIdate. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Relevant Borrowers under this Agreement, but shall be immediately released and returned to the Company (in no event later than two (2) Business Days) once all Specified Events of Default are cured or waived. The Administrative Agent shall have a first priority perfected Lien (subject to Permitted Liens) and 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) only in Cash Equivalents and at the Borrowers’ direction of the Company and at the Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the 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 Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations Obligations of the Borrowers under the Loan Documents. If the Borrowers are required to provide cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waivedBorrowers.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures L/C Exposure representing more greater than 50% of the aggregate amount of the LC Exposurestotal L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, dollars in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion sum of the LC L/C Exposure attributable to such Letter of Credit as of such date that is denominated in dollars plus 102% of the L/C Exposure as of such date which is denominated in currencies other than dollars plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VIISection 8.01. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC L/C Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures L/C Exposure representing more greater than 50% of the aggregate LC Exposurestotal L/C Exposure), be applied to satisfy other obligations of the Borrowers under the Loan DocumentsObligations. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid, together with the investment returns thereon) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived, as determined by the Administrative Agent.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Domestic Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if that the maturity of the Loans has been accelerated, Required Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) are demanding the deposit of cash collateral pursuant to this paragraphSection 2.05(i), each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hSection 6.01(g) or (i) of Article VIISection 6.01(h). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable each Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresRequired Lenders), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Domestic Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If (i) any Event of Default shall occur and be continuing, on the Business Day that the Company receives Borrowers receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures Exposure representing more than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable paragraph or (ii) the Borrower shall deposit (“Cash Collateralize”) be required to provide cash collateral in respect of each outstanding any Letter of Credit issued for such Borrower’s accountpursuant to Section 2.17(d), in the Borrowers shall immediately deposit into an account with established and maintained on the books and records of the Administrative Agent, which account may be a “securities account” (within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York), in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VIIVIII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Lender for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing more than 50100% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers under the Loan Documentsthis Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.17(d), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after the expiration of the relevant Letter of Credit and the payment of all outstanding amount with respect thereto.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall shall, subject to compliance with the Security Agreement, deposit (“Cash Collateralize”) on terms and in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with interest bearing accounts reasonably satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral (subject to compliance with the Security Agreement) shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hSection 8.01(g) or (i) of Article VIIh). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies in such account Funds so deposited shall be applied by the Administrative Agent to reimburse (after the applicable payment of all costs and reasonable expenses incurred by the Administrative Agent as set forth in Section 5.5 of the Security Agreement) the Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations the Secured Obligations and in accordance with Section 5.5 of the Borrowers under Security Agreement. If, subject to compliance with the Loan Documents. If the Borrowers are Security Agreement, Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence existence of an Event of Default, such cash collateral amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or Agent, the Required Lenders (or, if after the maturity of the Commitments shall have been terminated or Loans has been acceleratedaccelerated pursuant to Article VII, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) , demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower the Company shall deposit (“Cash Collateralize”or shall make other collateral arrangements satisfactory to the Administrative Agent) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Tranche Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower Significant Subsidiary described in clause (hg) or (ih) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) in liquid, highly-rated investments and at the Borrowers’ Company's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable any Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrowers, as applicable, for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of US Tranche Lenders with LC Exposures representing more than 50% holding a majority in interest of the aggregate LC ExposuresUS Tranche Revolving Credit Exposure and unused US Tranche Commitments), be applied to satisfy other obligations of the Borrowers under the Loan Documentsthis Agreement. If the Borrowers are Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Company within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If In the event that (i) any Event of Default shall occur and be continuing, continuing or (ii) any LC Disbursements remain unreimbursed on or after the fifth (5th) Business Day that prior to the Company receives notice from Maturity Date, the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and Lenders (the applicable Issuing Bank“LC Collateral Account”), an amount in cash and in the currency of such Letter of Credit equal to 103% of the portion amount of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereonthereon (A) on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph in the case of clause (i) above or (B) on or before the fifth (5th) Business Day prior to the Maturity Date in the case of clause (ii); provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementLoan Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on account (and the investment of such deposits, which investments shall be made at the option and sole discretion of Borrower hereby grants the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at security interest in the Borrowers’ risk and expense, such deposits LC Collateral Account). Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same; provided that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in direct short term obligations of, or short term obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case maturing no later than the expiry date of the Letter of Credit giving rise to the relevant LC Exposure. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures), be applied to satisfy other obligations of the Borrowers under the Loan Documentstime. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide cash collateral hereunder as a result of clause (ii) of the first sentence of this subsection, the amount thereof (to the extent not applied as aforesaid) shall be returned to the Borrower when the LC Exposure is zero and all Letters of Credit shall have been returned to the Issuing Banks and shall have been cancelled.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s accountaccount (or, in the case of the Company, with respect to which it is a co‑applicant), in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, Lenders and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit US Dollars equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize cash collateralize shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. The Borrowers also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or Section 2.21. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of Lenders with LC Exposures representing more than 50% of the aggregate amount of LC ExposuresExposure and (ii) in the case of any such application at a time when any Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrowers under the Loan Documentsthis Agreement. If the Borrowers are required to provide cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as promptly as practicable, to the extent that, after giving effect to such return, the aggregate Revolving Credit Exposure would not exceed the aggregate Commitments and no Event of Default shall have occurred and be continuing. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.21, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as promptly as practicable, to the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Commitments of the Non‑Defaulting Lenders and/or the remaining cash collateral and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default under clauses (h) or (i) of Article VII shall occur and be continuingcontinuing or if the Loans have been accelerated pursuant to Article VII as a result of any other Event of Default, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit under this Section or Section 2.11(b) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement, and the Borrower hereby grants to the Agent, for the benefit of the Lenders, the Issuing Banks and the Agent, a security interest in all funds and investments from time to time in such account, and in the proceeds thereof, to secure the Loan Document Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable an Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers 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 Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations Loan Document Obligations in accordance with Section 5.02 of the Borrowers under the Loan DocumentsCollateral Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Defaultpursuant to Section 2.11(b), such cash collateral amount (together with any earnings thereon) (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days Borrower as and to the extent that, after all Events giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have been cured or waivedoccurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Class Lenders under the Revolving Credit Facility (or, if the maturity of the Loans has been accelerated, Revolving Credit Lenders with LC Exposures L/C Exposure representing more greater than 50% of the aggregate amount of the LC Exposurestotal L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph (j) of this Section 2.05, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, Revolving Credit Lenders and the applicable Issuing BankBanks, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC L/C Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause paragraphs (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations monetary Obligations of the Borrowers under this AgreementBorrower. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements L/C Borrowings for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Credit Lenders with LC Exposures L/C Exposure representing more greater than 50% of the aggregate LC Exposurestotal L/C Exposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraphSection 2.05(k), each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and (in U.S. Dollars or, if requested by the Administrative Agent in the currency case of such any Letter of Credit denominated in an Approved Alternate Currency, such Approved Alternate Currency) equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than Such deposits shall not bear interest except for any interest earned on the investment of such deposits, which provided that any such investments (i) shall be made at the option and sole discretion of the Administrative Agent Agent, (which will use reasonable efforts to obtain a return at market rates on any such investmentsii) must be approved in writing in advance by the Borrower, and (iii) shall be at the Borrowers’ Borrower’s risk and expense, expense to the extent (and only to the extent) that such deposits shall not bear interestinvestments have been approved in advance in writing by the Borrower. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable each Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresRequired Lenders), be applied to satisfy other obligations of the Borrowers under the Loan DocumentsObligations. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount, together with interest or profits, if any, thereon, shall (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable U.S. Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and U.S. Revolving Lenders (the applicable Issuing Bank"LC Collateral Account"), an amount in cash and in the currency of such Letter of Credit equal to the portion 103% of the LC Exposure attributable to such Letter of Credit Shortfall as of such date plus any accrued and unpaid interest thereondate; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any either Borrower described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the U.S. Borrower hereby grants the Administrative Agent a security interest in the LC Collateral 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ U.S. Borrower's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers U.S. Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of U.S. Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations Secured Obligations in accordance with the terms of the Borrowers under the Loan Documentsthis Agreement. If the Borrowers are U.S. Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence and continuance of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers U.S. Borrower within three Business Days after all such Events of Default Defaults have been cured or waived, unless needed to satisfy Section 2.07(j)(ii).

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company applicable Borrower receives notice from the Administrative Agent or at the direction of the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% a Majority in Interest of the aggregate amount of the LC ExposuresRevolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to 103% of the portion of the LC Exposure attributable to each Letter of Credit issued for the account of such Borrower and outstanding on such date, in the currency of such Letter of Credit as of such date Credit, plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hi) or (ij) of Article VII. Each Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.10(b) or 2.19. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at in the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall shall, notwithstanding anything to the contrary in the Security Documents, be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of a Majority in Interest of the Revolving Lenders with LC Exposures representing more and (ii) in the case of any such application at a time when any Revolving Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than 50% of the aggregate LC ExposuresExposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrowers under the Loan Documentsthis Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived. If the 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 Borrowers to the extent that, after giving effect to such return, the Aggregate Designated Currency Revolving Exposure would not exceed the Aggregate Designated Currency Revolving Sublimit, the Aggregate Revolving Exposure would not exceed the Aggregate Revolving Commitment and no Event of Default shall have occurred and be continuing. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.19, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as promptly as practicable to the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Revolving Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of 105% the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; , provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause paragraph (h) or (i) of Article VIISection 7.01. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers 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 Exposures Exposure representing more greater than 50% of the aggregate LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, Tensar shall, on the Business Day that the Company it receives notice thereof from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, deposit in the name of an account designated by the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing BankAgent, an amount in cash and in the currency of such Letter of Credit equal to the portion sum of the LC Aggregate Goods Undertaking plus Reimbursement Letter Obligations Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize shall become effective immediatelydate. Such deposit, and any amounts required to be remitted to TCO in connection with any Aggregate Goods Undertaking or Reimbursement Letter Obligations Exposure pursuant to Section 3.7, which shall also be deposited in such deposit shall become immediately due and payableaccount, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such deposit shall be held by the Administrative Agent TCO as collateral for the payment and performance of the obligations obligations, including reimbursement obligations, of the Borrowers Tensar under this AgreementAgreement and under the Reimbursement Letter. The Administrative Agent TCO 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies The amounts in such account shall may, at the sole option of TCO, be deposited in Permitted Investments. Amounts in such account may be applied by TCO towards the Administrative Agent to reimburse payment of any outstanding amounts hereunder or the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction cash collateralization of the reimbursement any obligations of Tensar hereunder. Pending such application, TCO may use the Borrowers amounts in such account as cash collateral for the LC Exposure at such time or, if the maturity any of the Loans has been accelerated (but subject its own obligations which it may be obligated to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures), be applied to satisfy other obligations of the Borrowers under the Loan Documentsso cash collateralize. If the Borrowers are Tensar is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Tensar within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If (i) any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Co-Administrative Agent Agents or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph or (ii) any Letter of Credit has an expiry date occurring after the Maturity Date, each applicable then on the Maturity Date, the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Paying Agent, in the name of the Administrative Paying Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hg) or (ih) of Article VII. Each such Such deposit shall be held by the Administrative Paying Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this AgreementAgreement and shall be invested by or on behalf of the Paying Agent in a “money market fund” (or the private equivalent thereof), or in investments permitted to be held by a “money market fund”, as such term is used in Rule 2a-7 of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended. The Administrative Paying Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Paying Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Paying Agent to reimburse the applicable Applicable Issuing Banks Party or the Lenders for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has occurred or has been accelerated (but subject to the consent of Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three one Business Days Day after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon, if any; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hf), (g) or (ih) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresRequired Lenders), be applied to satisfy other obligations of the Borrowers Borrower under this Agreement, provided that, to the Loan Documentsextent such obligations are owed to Lenders, such application shall be on a pro rata basis. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the as soon as reasonably practicable and in any event within one (1) Business Day that after the Company Lead Borrower receives notice from the Administrative Agent or the Required Class Lenders with respect to the Multicurrency Revolving Facility (or, if the maturity of the Loans has been accelerated, Multicurrency Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Lead Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, Issuing Banks and the applicable Issuing BankMulticurrency Revolving Lenders (the “LC Collateral Account”), an amount in cash and in the currency of such Letter of Credit equal to the portion Dollar Equivalent of 103% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereonthereon (all obligations to deposit such cash collateral, “Cash Collateral Obligations”); provided that the obligation to Cash Collateralize Collateral Obligations shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made solely in Cash Equivalents at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ Lead Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the each applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Multicurrency Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers under the Loan DocumentsObligations. If the Borrowers are Lead Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of DefaultDefault as set forth above or as required in the two immediately succeeding sentences, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Lead Borrower within three (3) Business Days after all Events of Default have been cured or waivedwaived or such LC Exposure no longer exceeds (or no longer exceeds 103% of) the LC Sublimit or the Applicable LC Fronting Sublimit, as applicable. #97249008v1998375113v7 If the Administrative Agent or an Issuing Bank notifies the Lead Borrower at any time that the LC Exposure at such time exceeds the LC Sublimit, or the face amount of Letters of Credit issued by any Issuing Bank exceeds such Issuing Bank’s Applicable LC Fronting Sublimit, other than as a result of fluctuations in currency exchange rates, then, within three (3) Business Days after receipt of such notice, the Lead Borrower shall provide cash collateral in accordance with this clause (i) for the LC Exposure in an amount not less than the amount of such excess. If at any time, including any Revaluation Date, solely as a result of fluctuations in currency exchange rates, the LC Exposure at such time exceeds 103% of the LC Sublimit, or the face amount of Letters of Credit issued by any Issuing Bank exceeds 103% of such Issuing Bank’s Applicable LC Fronting Sublimit, then within three (3) Business Days after the receipt of such notice the Lead Borrower shall provide cash collateral in accordance with this clause (i) for the LC Exposure in an amount not less than the amount of such excess.

Cash Collateralization. If any Event of Default described in clause (a), (b), (h) or (i) of Article VII shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter Letters of Credit issued for the account of such Borrower as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. The Borrowers also shall deposit cash collateral in accordance with 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 Borrowers under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers applicable Borrower for the LC Exposure attributable to Letters of Credit issued for the account of such Borrower at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures)accelerated, be applied to satisfy other obligations of the Borrowers under the Loan Documentsthis Agreement. If the Borrowers are a Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence and continuance of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers such Borrower within three Business Days after all Events of Default have been cured or waived. If a Borrower is 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 such Borrower as and to the extent that, after giving effect to such return, the Aggregate Revolving Exposure would not exceed the Aggregate Commitment and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Class A Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Class A Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the LC Exposure attributable to such Letter of Credit Borrower as of such date (in the currency in which such Letters of Credit and LC Disbursements are denominated) plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hi) or (ij) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent (which will provided, that the Administrative Agent shall use reasonable efforts to obtain a return at market rates on any make such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Class A Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of DefaultDefault or pursuant to Section 2.10(c), such cash collateral amount and any interest or profits thereon (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default Defaults have been cured or waivedwaived or, in the case of cash collateral required by Section 2.10(c), when no Default has occurred and is continuing and the Secured Obligations Amount no longer exceeds the Collateral Value Amount.

Cash Collateralization. If any Event of Default shall occur and be continuing, on without demand or other notice of any kind, the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in Dollars in cash and in the currency of such Letter of Credit equal to the portion aggregate then undrawn and unexpired amount of the LC Exposure attributable to such Letter Letters of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize shall become effective immediately, and such deposit shall become immediately due and payable, without demand fees or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VIIamounts due thereon. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (which will use reasonable efforts to obtain a return ii) at market rates on any such investments) other time, the Borrower, in each case, in Permitted Investments and at the Borrowers’ risk and expenseexpense of the Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements payments in respect of drawings for which they have the Issuing Bank has not been reimbursed repaid and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations Reimbursement Obligations of the Borrowers for the LC Exposure at such time Borrower or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures)accelerated, be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the total LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed by or on behalf of the Borrower and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the 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 Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Requisite Class Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC ExposuresIssuing Bank) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower Company shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in equal to the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that PROVIDED, the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hSection 8.1(f) or (i) of Article VII8.1(g). Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Company under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ Company's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Letter of Credit Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure Company at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresIssuing Bank), be applied to satisfy other obligations of the Borrowers Company under the Loan Documentsthis Agreement. If the Borrowers are Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be promptly returned to the Borrowers within three Business Days Company after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion 100% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ Borrower's risk and expense, such deposits shall not bear interest; provided that, unless the Borrower and the Administrative Agent otherwise agree, such investments shall be made only in cash equivalents. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers 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 Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur ---------------------- and be continuing, on the Business Day that the Company Borrower receives written notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hSection 7.1(h) or (i) of Article VIISection 7.1(i). Each such Such deposit shall -------------- -------------- be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures)accelerated, be applied to satisfy other obligations of the Borrowers under the Loan DocumentsObligations. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence and continuance of an Event of Default, (i) such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waivedwaived or (ii) any amount of such cash collateral in excess of the unpaid Obligations shall be returned to the Borrower upon the Borrower's written request.

Cash Collateralization. (i) If any Specified Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or (acting at the request of the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC ExposuresLenders) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraphclause (j)(i), each applicable Borrower the Borrowers shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative AgentLC Collateral Account, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing BankSecured Creditors, an amount in cash and in the currency of such Letter of Credit equal to the portion 103.00% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VIIdate. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Relevant Borrowers under this Agreement, but shall be immediately released and returned to the Company (in no event later than two (2) Business Days) once all Specified Events of Default are cured or waived. The Administrative Agent shall have a first priority perfected Lien (subject to Permitted Liens) and 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 (which will use reasonable efforts to obtain a return at market rates on any such investments) only in Cash Equivalents and at the Borrowers’ direction of the Company and at the Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the 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 Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations Obligations of the Borrowers under the Loan Documents. If the Borrowers are required to provide cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waivedBorrowers.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion 105% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Obligations under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures)Required Lenders, be applied to satisfy other obligations of the Borrowers Obligations under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Class C Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate amount of the total LC ExposuresExposure) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Class C Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the LC Exposure attributable to such Letter of Credit Borrower as of such date (in the currency in which such Letters of Credit and LC Disbursements are denominated) plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hi) or (ij) of Article VII. Each such Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent (which will provided that the Administrative Agent shall use reasonable efforts to obtain a return at market rates on any make such investments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Class C Lenders with LC Exposures Exposure representing more greater than 50% of the aggregate total LC ExposuresExposure), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of DefaultDefault or pursuant to Section 2.10(c), such cash collateral amount and any interest or profits thereon (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default Defaults have been cured or waivedwaived or, in the case of cash collateral required by Section 2.10(c), when no Default has occurred and is continuing and the Secured Obligations Amount no longer exceeds the Collateral Value Amount.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing, then on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash Cash collateral pursuant to this paragraphparagraph (j), each applicable upon such demand, the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s accountdeposit, in an interest-bearing account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, Revolving Lenders and the applicable Issuing BankBanks (the “LC Collateral Account”), an amount in cash and in the currency of such Letter of Credit Cash equal to the portion 100% of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereondate; provided that the obligation to deposit such Cash Collateralize collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (hSection 7.01(f) or (g). Any such deposit under clause (i) of Article VII. Each such deposit above shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Secured Obligations in accordance with the provisions of the Borrowers under this Agreementparagraph (j). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on account and the investment of such deposits, which investments shall be made at the option and sole discretion of Borrower hereby grants the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at security interest in the Borrowers’ risk and expense, such deposits shall not bear interestLC Collateral Account. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures), be applied to satisfy other obligations of the Borrowers under the Loan Documentstime. If the Borrowers are Borrower is required to provide cash an amount of Cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned to the Borrowers within Borrower promptly but in no event later than three Business Days Days, after all Events such Event of Default have has been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuingcontinuing under clauses (h), on (i) or (j) under Article VII, or if any other Event of Default shall occur and be continuing and the Business Day that Required Lenders make a demand under this Section, and the Company receives and the French Borrower receive notice (and the French Borrower shall be deemed to receive any notice received by the Company) from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable Borrower the Company shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in US Dollars in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Alternative Currency Letters of Credit or LC Disbursements in an Alternative Currency that the Company is not late in reimbursing shall be deposited in the applicable Alternative Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h), (i) or (ij) of under Article VII. Each such For the purposes of this paragraph, the Alternative Currency LC Exposure shall be calculated using the Exchange Rates on the date notice demanding cash collateralization is delivered to the Company. The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Company under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the Borrowers’ Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable any Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC ExposuresRequired Lenders), be applied to satisfy other obligations of the Borrowers Company under the Loan Documentsthis Agreement. If the Borrowers are Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Company within three Business Days after all Events of Default have been cured or waived. To the extent the Company does not fulfill its obligations under this Section with respect to a Letter of Credit issued for the account of the French Borrower, the French Borrower shall satisfy such obligations in respect of such Letter of Credit.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Article VII shall occur and be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% a Majority in Interest of the aggregate amount of the LC ExposuresRevolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such each Letter of Credit as issued for the account of such date Borrower and outstanding on such date, plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Notwithstanding the terms of any Security Document, moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of a Majority in Interest of the Revolving Lenders with LC Exposures representing more and (ii) in the case of any such application at a time when any Revolving Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than 50% of the aggregate LC ExposuresExposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, the Aggregate Revolving Exposure would not exceed the Aggregate Revolving Commitment and no Default shall have occurred and be continuing. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.20, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as promptly as practicable to the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit and the Swingline Lender shall not have any exposure in respect of any Swingline Loans that are not collectively fully covered by the Revolving Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and ---------------------- be continuing, on the Business Day that the Company Borrower receives notice from the Administrative Agent or the Required Majority Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing more than 50% of the aggregate amount of the LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, each applicable the Borrower shall deposit (“Cash Collateralize”) in respect of each outstanding Letter of Credit issued for such Borrower’s account, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, as applicable, and the applicable Issuing Bank, an amount in cash and in the currency of such Letter of Credit equal to the portion of the LC Exposure attributable to such Letter of Credit as of such date plus any accrued and unpaid interest thereon; provided that the -------- ---- obligation to Cash Collateralize deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any Borrower described in clause (h) Sections 9.8 or (i) of Article VII9.9. Each such Such deposit shall be ------------------- held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates on any such investments) and at the 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. Monies Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Banks Bank for LC Disbursements for which they have it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures), Majority Lenders) be applied to satisfy other obligations of the Borrowers Borrower under the Loan Documentsthis Agreement. If the Borrowers are Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral amount (to the extent not applied as aforesaid) shall be returned to the Borrowers Borrower within three Business Days after all Events of Default have been cured or waived.