Common use of Collateralization of Letters of Credit Clause in Contracts

Collateralization of Letters of Credit. (i) If, after giving effect to any Remargining Payment, the undrawn amount of Letters of Credit exceed the Available Commitment, upon demand by Administrative Agent, Borrower will pledge to Administrative Agent cash in the amount by which the undrawn amount of Letters of Credit exceed the Available Commitment as security for any amounts that become payable under the Letters of Credit and all other Obligations. (ii) Upon demand by Administrative Agent after the occurrence and during the continuance of an Event of Default, Administrative Agent may cause an Advance to be made in the undrawn amount of all Letters of Credit. Borrower shall have no right to require Administrative Agent to demand or make such Advances. The proceeds of any such Advance will be pledged to and held by Administrative Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. (iii) In the alternative, if demanded by Administrative Agent after the occurrence and during the continuance of an Event of Default, Borrower will deposit with and pledge to Administrative Agent cash in an amount equal to the undrawn amount of all Letters of Credit, as further security for any amounts that become payable under the Letters of Credit and all other Obligations. (iv) Upon any draws under Letters of Credit, Administrative Agent will apply those amounts pledged and held pursuant to Sections 2.21(d)(i), 2.21(d)(ii) and 2.21(d)(iii) to the payment of Reimbursement Amounts, and upon the expiration of the Letters of Credit any remaining amounts will be applied to the repayment of outstanding Obligations or, if all Obligations have been paid in full, such proceeds will be released to Borrower. (v) Borrower hereby grants to Administrative Agent a security interest in all pledged amounts referred to in Sections 2.21(d)(i), 2.21(d)(ii) and 2.21(d)(iii) as security for the Obligations. Borrower agrees to execute and deliver such additional security agreements, control agreements and other documents as Administrative Agent may reasonably require from time to time with respect to such security interest and pledged funds.

Collateralization of Letters of Credit. (i) IfIf (i) as of the Commitment Termination Date, any Letter of Credit may for any reason remain outstanding, (ii) at any time, the Aggregate Credit Exposure shall exceed the aggregate Commitments (after giving effect to any Remargining Paymentconcurrent termination or reduction thereof) pursuant to Section 2.7(b) or (iii) any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders, as applicable, require the Borrower to cash collateralize the aggregate Letter of Credit Exposure pursuant to Section 8.2(d), the undrawn Borrower shall deliver to the Administrative Agent as cash collateral an amount in cash equal to 105% of the aggregate Stated Amount of all Letters of Credit exceed of the Available CommitmentBorrower outstanding at such time (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, upon demand by in the case of clause (ii) above, an amount in cash equal to such excess. The Administrative Agent shall deposit such cash in a special collateral account of the Borrower pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, Borrower will pledge to Administrative Agent cash in the amount by which Issuing Lender and the undrawn amount of Letters of Credit exceed the Available Commitment as security for any amounts that become payable under the Letters of Credit and all other ObligationsLenders. (ii) Upon demand by The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for the Letter of Credit Exposure of the Borrower, and for application to its aggregate Reimbursement Obligations as and when the same shall arise. The Administrative Agent after shall have exclusive dominion and control, including the occurrence exclusive right of withdrawal, over such account for the benefit of the Issuing Lender and during the continuance of an Event of Default, Administrative Agent may cause an Advance to be made in Lenders and the undrawn amount of all Letters of Credit. Borrower shall have no right interest therein except as set forth in clause (iii) of this Section 2.5(i). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to require investments shall be made at the option and in the discretion of the Administrative Agent to demand or make Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such Advances. The proceeds of any investments shall accumulate in such Advance will be pledged to and held by Administrative Agent as security for any amounts that become payable under the Letters of Credit and all other Obligationsaccount. (iii) In the alternativeevent of a drawing, if demanded and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent after will deliver to the occurrence and during the continuance of an Event of Default, Borrower will deposit with and pledge to Administrative Agent cash in Issuing Lender an amount equal to the undrawn amount Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all Letters of Credit, as further security for any amounts that become payable under the Letters of Credit and all other Obligations. (iv) Upon any draws under Letters of Credit, Administrative Agent will apply those amounts pledged and held pursuant to Sections 2.21(d)(i), 2.21(d)(ii) and 2.21(d)(iiisuch amounts) to reimburse the payment of Reimbursement Amounts, Issuing Lender therefor. Any amounts remaining in any Cash Collateral Account (including interest and upon profits) after the expiration of the Letters of Credit any remaining amounts will of the the Borrower and reimbursement in full of the Issuing Lender for all of its respective obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied to against the repayment Obligations of outstanding Obligations or, if all Obligations have been paid the Borrower in full, such proceeds will be released to Borrower. (v) Borrower hereby grants to Administrative Agent a security interest in all pledged amounts referred to in Sections 2.21(d)(i), 2.21(d)(ii) order and 2.21(d)(iii) manner as security for the Obligations. Borrower agrees to execute and deliver such additional security agreements, control agreements and other documents as Administrative Agent may reasonably require from time direct. If the Borrower is required to time with respect provide cash collateral pursuant to Section 2.7(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to the Borrower, provided that after giving effect to such security interest return (i) the Aggregate Credit Exposure would not exceed the aggregate Commitments at such time and pledged funds(ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Collateralization of Letters of Credit. (a) At any time and from time to time (i) If, after giving effect to any Remargining Payment, upon the undrawn amount of Letters of Credit exceed the Available Commitment, upon demand by Administrative Agent, Borrower will pledge to Administrative Agent cash ’s request given in the amount by which the undrawn amount of Letters of Credit exceed the Available Commitment as security for any amounts that become payable under the Letters of Credit and all other Obligations. (ii) Upon demand by Administrative Agent accordance with Section 8.2 after the occurrence and during the continuance of an Event of DefaultDefault and (ii) on the L/C Maturity Date, Allied World shall deliver to the Administrative Agent may cause as cash collateral an Advance amount in cash equal to be made in the undrawn amount aggregate Stated Amount of all Letters of Credit. Borrower Credit issued for the account of Allied World outstanding at such time (whether or not any beneficiary under any Letter of Credit shall have no right drawn or be entitled at such time to require draw thereunder). The Administrative Agent shall deposit such cash in a special collateral account of Allied World pursuant to demand or make such Advances. The proceeds of any such Advance will be pledged arrangements satisfactory to and held by the Administrative Agent as security (such account, the “Cash Collateral Account”) for any amounts that become payable under the Letters benefit of Credit the Administrative Agent, the Issuing Banks and all other Obligationsthe Lenders. (iiib) In the alternativeevent that, if demanded by Administrative Agent at any time, (i) the aggregate Letter of Credit Exposure shall exceed 105% (or in the case of the Letter of Credit Exposure denominated solely in Dollars, 100%) of the Aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof) or (ii) the occurrence and during Dollar Amount of the continuance of an Event of Default, Borrower will deposit with and pledge to Administrative Agent cash in an amount equal to the undrawn amount aggregate Stated Amount of all Letters of CreditCredit denominated in a Foreign Currency would exceed 105% of the Foreign Currency Sublimit, Allied World shall deliver to the Administrative Agent as cash collateral in an amount in cash equal to Dollar Amount of such excess, and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Exposure or the aggregate Letter of Credit Exposure that is denominated in a Foreign Currency, as further security the case may be, by an equivalent Dollar Amount, and such cash shall be deposited in the Cash Collateral Account for any amounts that become payable under the Letters benefit of Credit the Administrative Agent, the Issuing Banks and all other Obligationsthe Lenders. (ivc) Upon Allied World hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for the Letter of Credit Exposure of Allied World, and for application to its aggregate Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account for the benefit of the Fronting Banks and the Lenders and Allied World shall have no interest therein except as set forth in Section 2.8(d). Other than any draws interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of Allied World (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. (d) In the event of a drawing, and subsequent payment by any Issuing Bank, under Letters any Letter of CreditCredit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent will apply those deliver to such Issuing Bank a Dollar Amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts pledged and so held pursuant to Sections 2.21(d)(i)are less than such Reimbursement Obligation, 2.21(d)(ii) and 2.21(d)(iiiall of such amounts) to reimburse such Issuing Bank therefor. Notwithstanding anything in this Agreement to the contrary, to the extent any such drawing is made, Allied World’s Reimbursement Obligation shall be deemed to have been satisfied and discharged to the extent of any such payment of Reimbursement Amounts, from the Cash Collateral Account. Any amounts remaining in any Cash Collateral Account (including interest and upon profits) after the expiration of the Letters of Credit any remaining amounts will and reimbursement in full of the Issuing Banks for all of their respective obligations thereunder shall be held by the Administrative Agent, for the benefit of Allied World, to be applied to against the repayment of outstanding Obligations or, if all Obligations have been paid in full, such proceeds will be released to Borrower. (v) Borrower hereby grants to Administrative Agent a security interest in all pledged amounts referred to in Sections 2.21(d)(i), 2.21(d)(ii) order and 2.21(d)(iii) manner as security for the Obligations. Borrower agrees to execute and deliver such additional security agreements, control agreements and other documents as Administrative Agent may reasonably require from time direct. If Allied World is required to time with respect provide cash collateral pursuant to Section 2.8(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to Allied World, provided that after giving effect to such security interest return (i) the aggregate Letter of Credit Exposure would not exceed the thresholds specified in Section 2.7(b) and pledged funds(ii) no Default or Event of Default shall have occurred and be continuing at such time. If Allied World is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to Allied World within three (3) Business Days after all Events of Default have been cured or waived.

Collateralization of Letters of Credit. (i) IfIf (i) as of the Commitment Termination Date, any Letter of Credit may for any reason remain outstanding, (ii) at any time, the Aggregate Credit Exposure shall exceed the aggregate Commitments (after giving effect to any Remargining Paymentconcurrent termination or reduction thereof) pursuant to Section 2.7(b) or (iii) any Event of Default occurs and is continuing and the Administrative Agent requires the applicable Borrower to Cash Collateralize the aggregate Letter of Credit Exposure pursuant to Section 8.2(c), such Borrower shall deliver to the undrawn Administrative Agent as Cash Collateral an amount in cash equal to 103% of the aggregate Stated Amount of all Letters of Credit exceed of such Borrower outstanding at such time (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, in the Available Commitmentcase of clause (ii) above, upon demand by an amount in cash equal to such excess. The Administrative Agent shall deposit such cash in a special collateral account of such Borrower pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, Borrower will pledge to Administrative Agent cash in the amount by which Issuing Banks and the undrawn amount of Letters of Credit exceed the Available Commitment as security for any amounts that become payable under the Letters of Credit and all other ObligationsLenders. (ii) Upon demand by Each Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for the Letter of Credit Exposure of such Borrower, and for application to its aggregate Reimbursement Obligations as and when the same shall arise. The Administrative Agent after shall have exclusive dominion and control, including the occurrence exclusive right of withdrawal, over such account for the benefit of the Issuing Banks and during the continuance of an Event of DefaultLenders, Administrative Agent may cause an Advance to be made in and the undrawn amount of all Letters of Credit. applicable Borrower shall have no right interest therein except as set forth in clause (iii) of this Section 2.5(f). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the applicable Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to require investments shall be made at the option and in the sole discretion of the Administrative Agent to demand or make Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such Advances. The proceeds of any such Advance will be pledged to and held by Administrative Agent as security for any amounts that become payable under investments shall accumulate in the Letters of Credit and all other ObligationsCash Collateral Account. (iii) In the alternativeevent of a drawing, if demanded and subsequent payment by any Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent after the occurrence and during the continuance of an Event of Default, Borrower will deposit with and pledge deliver to Administrative Agent cash in such Issuing Bank an amount equal to the undrawn amount Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all Letters of Credit, as further security for any amounts that become payable under the Letters of Credit and all other Obligations. (iv) Upon any draws under Letters of Credit, Administrative Agent will apply those amounts pledged and held pursuant to Sections 2.21(d)(i), 2.21(d)(ii) and 2.21(d)(iiisuch amounts) to the payment of Reimbursement Amounts, reimburse such Issuing Bank therefor. Any amounts remaining in any Cash Collateral Account (including interest and upon profits) after the expiration of the Letters of Credit any remaining amounts will of the applicable Borrower and reimbursement in full of the Issuing Banks for all of their respective obligations thereunder shall be held by the Administrative Agent, for the benefit of the applicable Borrower, to be applied to against the repayment Obligations of outstanding Obligations or, if all Obligations have been paid the applicable Borrower in full, such proceeds will be released to Borrower. (v) Borrower hereby grants to Administrative Agent a security interest in all pledged amounts referred to in Sections 2.21(d)(i), 2.21(d)(ii) order and 2.21(d)(iii) manner as security for the Obligations. Borrower agrees to execute and deliver such additional security agreements, control agreements and other documents as Administrative Agent may reasonably require from time direct. If any Borrower is required to time with respect provide Cash Collateral pursuant to Section 2.7(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to such security interest Borrower, provided that after giving effect to such return (i) the Aggregate Credit Exposure would not exceed the aggregate Commitments at such time and pledged funds(ii) no Default or Event of Default shall have occurred and be continuing at such time. If any Borrower is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within three Business Days after all Events of Default have been cured or waived.

Collateralization of Letters of Credit. (i) If, after giving effect to any Remargining Payment, the undrawn amount of Letters of Credit exceed the Available Commitment, upon demand by Administrative Agent, Borrower will pledge to Administrative Agent cash in the amount by which the undrawn amount of Letters of Credit exceed the Available Commitment as security for any amounts that become payable under the Letters of Credit and all other Obligations. (ii) Upon demand by Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, Administrative Agent may cause an Advance to be made in the undrawn amount of all Letters of Credit. Borrower shall have no right to require Administrative Agent to demand or make such Advances. The proceeds of any such Advance will be pledged to and held by Administrative Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. (iii) In the alternative, if demanded by Administrative Agent after the occurrence and during the continuance of an a monetary Event of Default, Borrower will deposit with and pledge to Administrative Agent cash in an amount equal to the undrawn amount of all Letters of Credit, as further security for any amounts that become payable under the Letters of Credit and all other Obligations. (iv) Upon any draws under Letters of Credit, Administrative Agent will apply those amounts pledged and held pursuant to Sections 2.21(d)(i2.20(d)(i), 2.21(d)(ii2.20(d)(ii) and 2.21(d)(iii2.20(d)(iii) to the payment of Reimbursement Amounts, and upon the expiration of the Letters of Credit any remaining amounts will be applied to the repayment of outstanding Obligations or, if all Obligations have been paid in full, such proceeds will be released to Borrower. (v) Borrower hereby grants to Administrative Agent a security interest in all pledged amounts referred to in Sections 2.21(d)(i2.20(d)(i), 2.21(d)(ii2.20(d)(ii) and 2.21(d)(iii2.20(d)(iii) as security for the Obligations. Borrower agrees to execute and deliver such additional security agreements, control agreements and other documents as Administrative Agent may reasonably require from time to time with respect to such security interest and pledged funds.

Collateralization of Letters of Credit. (i) IfIf (i) as of the Commitment Termination Date, any Letter of Credit may for any reason remain outstanding, (ii) at any time, the Aggregate Credit Exposure shall exceed 11863223v8 24740.00050 the aggregate Commitments (after giving effect to any Remargining Paymentconcurrent termination or reduction thereof) pursuant to Section 2.7(b) or (iii) any Event of Default occurs and is continuing and the Administrative Agent requires the Borrower to Cash Collateralize the aggregate Letter of Credit Exposure pursuant to Section 8.2(c), the undrawn Borrower shall deliver to the Administrative Agent as Cash Collateral an amount in cash equal to 103% of the aggregate Stated Amount of all Letters of Credit exceed of the Available CommitmentBorrower outstanding at such time (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, upon demand by in the case of clause (ii) above, an amount in cash equal to such excess. The Administrative Agent shall deposit such cash in a special collateral account of the Borrower pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, Borrower will pledge to Administrative Agent cash in the amount by which Issuing Banks and the undrawn amount of Letters of Credit exceed the Available Commitment as security for any amounts that become payable under the Letters of Credit and all other ObligationsLenders. (ii) Upon demand by The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for the Letter of Credit Exposure of the Borrower, and for application to its aggregate Reimbursement Obligations as and when the same shall arise. The Administrative Agent after shall have exclusive dominion and control, including the occurrence exclusive right of withdrawal, over such account for the benefit of the Issuing Banks and during the continuance of an Event of DefaultLenders, Administrative Agent may cause an Advance to be made in and the undrawn amount of all Letters of Credit. Borrower shall have no right interest therein except as set forth in clause (iii) of this Section 2.5(f). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to require investments shall be made at the option and in the sole discretion of the Administrative Agent to demand or make Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such Advances. The proceeds of any such Advance will be pledged to and held by Administrative Agent as security for any amounts that become payable under investments shall accumulate in the Letters of Credit and all other ObligationsCash Collateral Account. (iii) In the alternativeevent of a drawing, if demanded and subsequent payment by any Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent after the occurrence and during the continuance of an Event of Default, Borrower will deposit with and pledge deliver to Administrative Agent cash in such Issuing Bank an amount equal to the undrawn amount Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all Letters of Credit, as further security for any amounts that become payable under the Letters of Credit and all other Obligations. (iv) Upon any draws under Letters of Credit, Administrative Agent will apply those amounts pledged and held pursuant to Sections 2.21(d)(i), 2.21(d)(ii) and 2.21(d)(iiisuch amounts) to the payment of Reimbursement Amounts, reimburse such Issuing Bank therefor. Any amounts remaining in any Cash Collateral Account (including interest and upon profits) after the expiration of the Letters of Credit any remaining amounts will of the Borrower and reimbursement in full of the Issuing Banks for all of their respective obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied to against the repayment Obligations of outstanding Obligations or, if all Obligations have been paid the Borrower in full, such proceeds will be released to Borrower. (v) Borrower hereby grants to Administrative Agent a security interest in all pledged amounts referred to in Sections 2.21(d)(i), 2.21(d)(ii) order and 2.21(d)(iii) manner as security for the Obligations. Borrower agrees to execute and deliver such additional security agreements, control agreements and other documents as Administrative Agent may reasonably require from time direct. If the Borrower is required to time with respect provide Cash Collateral pursuant to Section 2.7(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to the Borrower, provided that after giving effect to such security interest return (i) the Aggregate Credit Exposure would not exceed the aggregate Commitments at such time and pledged funds(ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the 11863223v8 24740.00050 Borrower within three Business Days after all Events of Default have been cured or waived.

Collateralization of Letters of Credit. (i) If, after giving effect At any time and from time to any Remargining Payment, time (i) upon the undrawn amount of Letters of Credit exceed the Available Commitment, upon demand by Administrative Agent, Borrower will pledge to Administrative Agent cash ’s request given in the amount by which the undrawn amount of Letters of Credit exceed the Available Commitment as security for any amounts that become payable under the Letters of Credit and all other Obligations. (ii) Upon demand by Administrative Agent accordance with Section 6.02 after the occurrence and during the continuance of an Event of DefaultDefault and (ii) on the Commitment Termination Date, the Borrower shall deliver to the Administrative Agent may cause as cash collateral an Advance amount in cash equal to be made in 103% of the undrawn amount aggregate Stated Amount of all Letters of Credit. Credit issued for the account of the Borrower outstanding at such time (whether or not any beneficiary under any Letter of Credit shall have no right drawn or be entitled at such time to require draw thereunder). The Administrative Agent shall deposit such cash in a blocked, non-interest bearing deposit account of the Borrower pursuant to demand or make such Advances. The proceeds of any such Advance will be pledged arrangements reasonably satisfactory to and held by the Administrative Agent as security (such account, the “Cash Collateral Account”) for any amounts that become payable under the Letters benefit of Credit the Administrative Agent, the Issuing Banks and all other Obligationsthe Lenders. (ii) [Reserved]. (iii) The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for the Letter of Credit Exposure of the Borrower, and for application to its aggregate Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control of the Cash Collateral Account for the payment and performance of outstanding Reimbursement Obligations, including the exclusive right of withdrawal, over such account for the benefit of the Issuing Banks and the Lenders and the Borrower shall have no interest therein except as set forth in Section 2.03(f)(iv). Amounts in the Cash Collateral Account shall not bear interest. (iv) In the alternativeevent of a drawing, if demanded and subsequent payment by any Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent after the occurrence and during the continuance of an Event of Default, Borrower will deposit with and pledge deliver to Administrative Agent cash in such Issuing Bank an amount equal to the undrawn amount Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all Letters of Credit, as further security for any amounts that become payable under the Letters of Credit and all other Obligations. (iv) Upon any draws under Letters of Credit, Administrative Agent will apply those amounts pledged and held pursuant to Sections 2.21(d)(i), 2.21(d)(ii) and 2.21(d)(iiisuch amounts) to reimburse such Issuing Bank therefor. Notwithstanding anything in this Agreement to the contrary, to the extent any such drawing is made, the Borrower’s Reimbursement Obligation shall be deemed to have been satisfied and discharged to the extent of any such payment of Reimbursement Amounts, from the Cash Collateral Account. Any amounts remaining in any Cash Collateral Account (including interest and upon profits) after the expiration of the Letters of Credit any remaining amounts will and reimbursement in full of the Issuing Banks for all of their respective obligations thereunder shall be applied to against the repayment Obligations of outstanding Obligations or, if all Obligations have been paid the Borrower in full, such proceeds will be released to Borrower. (v) Borrower hereby grants to Administrative Agent a security interest in all pledged amounts referred to in Sections 2.21(d)(i), 2.21(d)(ii) order and 2.21(d)(iii) manner as security for the Obligations. Borrower agrees to execute and deliver such additional security agreements, control agreements and other documents as Administrative Agent may reasonably require from time direct and, if there are any amounts remaining after payment in full of the Obligations, such amounts shall be promptly returned to time with respect the Borrower. If the Borrower is required to provide cash collateral as a result of an Event of Default, such security interest and pledged fundsamount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Collateralization of Letters of Credit. (i) IfIf (i) as of the Commitment Termination Date, any Letter of Credit may for any reason remain outstanding, (ii) at any time, the Aggregate Credit Exposure shall exceed the aggregate Commitments (after giving effect to any Remargining Paymentconcurrent termination or reduction thereof) pursuant to Section 2.7(b) or (iii) any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders, as applicable, require the Borrower to cash collateralize the aggregate Letter of Credit Exposure pursuant to Section 8.2(d), the undrawn Borrower shall deliver to the Administrative Agent as cash collateral an amount in cash equal to 105% of the aggregate Stated Amount of all Letters of Credit exceed of the Available CommitmentBorrower outstanding at such time (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, upon demand by in the case of clause (ii) above, an amount in cash equal to such excess. The Administrative Agent shall deposit such cash in a special collateral account of the Borrower pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, Borrower will pledge to Administrative Agent cash in the amount by which Issuing Lender and the undrawn amount of Letters of Credit exceed the Available Commitment as security for any amounts that become payable under the Letters of Credit and all other ObligationsLenders. (ii) Upon demand by The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for the Letter of Credit Exposure of the Borrower, and for application to its aggregate Reimbursement Obligations as and when the same shall arise. The Administrative Agent after shall have exclusive dominion and control, including the occurrence exclusive right of withdrawal, over such account for the benefit of the Issuing Lender and during the continuance of an Event of DefaultLenders, Administrative Agent may cause an Advance to be made in and the undrawn amount of all Letters of Credit. Borrower shall have no right interest therein except as set forth in clause (iii) of this Section 2.5(i). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to require investments shall be made at the option and in the sole discretion of the Administrative Agent to demand or make Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such Advances. The proceeds of any such Advance will be pledged to and held by Administrative Agent as security for any amounts that become payable under investments shall accumulate in the Letters of Credit and all other ObligationsCash Collateral Account. (iii) In the alternativeevent of a drawing, if demanded and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent after will deliver to the occurrence and during the continuance of an Event of Default, Borrower will deposit with and pledge to Administrative Agent cash in Issuing Lender an amount equal to the undrawn amount Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all Letters of Credit, as further security for any amounts that become payable under the Letters of Credit and all other Obligations. (iv) Upon any draws under Letters of Credit, Administrative Agent will apply those amounts pledged and held pursuant to Sections 2.21(d)(i), 2.21(d)(ii) and 2.21(d)(iiisuch amounts) to reimburse the payment of Reimbursement Amounts, Issuing Lender therefor. Any amounts remaining in any Cash Collateral Account (including interest and upon profits) after the expiration of the Letters of Credit any remaining amounts will of the Borrower and reimbursement in full of the Issuing Lender for all of its respective obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied to against the repayment Obligations of outstanding Obligations or, if all Obligations have been paid the Borrower in full, such proceeds will be released to Borrower. (v) Borrower hereby grants to Administrative Agent a security interest in all pledged amounts referred to in Sections 2.21(d)(i), 2.21(d)(ii) order and 2.21(d)(iii) manner as security for the Obligations. Borrower agrees to execute and deliver such additional security agreements, control agreements and other documents as Administrative Agent may reasonably require from time direct. If the Borrower is required to time with respect provide cash collateral pursuant to Section 2.7(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to the Borrower, provided that after giving effect to such security interest return (i) the Aggregate Credit Exposure would not exceed the aggregate Commitments at such time and pledged funds(ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Collateralization of Letters of Credit. (i) IfIf (i) as of the Commitment Termination Date, any Letter of Credit may for any reason remain outstanding, (ii) at any time, the Aggregate Credit Exposure shall exceed the aggregate Commitments (after giving effect to any Remargining Paymentconcurrent termination or reduction thereof) pursuant to Section 2.7(b) or (iii) any Event of Default occurs and is continuing and the Administrative Agent requires the Borrower to Cash Collateralize the aggregate Letter of Credit Exposure pursuant to Section 8.2(d), the undrawn Borrower shall deliver to the Administrative Agent as Cash Collateral an amount in cash equal to 105% of the aggregate Stated Amount of all Letters of Credit exceed of the Available CommitmentBorrower outstanding at such time (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, upon demand by in the case of clause (ii) above, an amount in cash equal to such excess. The Administrative Agent shall deposit such cash in a special collateral account of the Borrower pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, Borrower will pledge to Administrative Agent cash in the amount by which Issuing Banks and the undrawn amount of Letters of Credit exceed the Available Commitment as security for any amounts that become payable under the Letters of Credit and all other ObligationsLenders. (ii) Upon demand by The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for the Letter of Credit Exposure of the Borrower, and for application to its aggregate Reimbursement Obligations as and when the same shall arise. The Administrative Agent after shall have exclusive dominion and control, including the occurrence exclusive right of withdrawal, over such account for the benefit of the Issuing Banks and during the continuance of an Event of DefaultLenders, Administrative Agent may cause an Advance to be made in and the undrawn amount of all Letters of Credit. Borrower shall have no right interest therein except as set forth in clause (iii) of this Section 2.5(f). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to require investments shall be made at the option and in the sole discretion of the Administrative Agent to demand or make Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such Advances. The proceeds of any such Advance will be pledged to and held by Administrative Agent as security for any amounts that become payable under investments shall accumulate in the Letters of Credit and all other ObligationsCash Collateral Account. (iii) In the alternativeevent of a drawing, if demanded and subsequent payment by any Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent after the occurrence and during the continuance of an Event of Default, Borrower will deposit with and pledge deliver to Administrative Agent cash in such Issuing Bank an amount equal to the undrawn amount Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all Letters of Credit, as further security for any amounts that become payable under the Letters of Credit and all other Obligations. (iv) Upon any draws under Letters of Credit, Administrative Agent will apply those amounts pledged and held pursuant to Sections 2.21(d)(i), 2.21(d)(ii) and 2.21(d)(iiisuch amounts) to the payment of Reimbursement Amounts, reimburse such Issuing Bank therefor. Any amounts remaining in any Cash Collateral Account (including interest and upon profits) after the expiration of the Letters of Credit any remaining amounts will of the Borrower and reimbursement in full of the Issuing Banks for all of their respective obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied to against the repayment Obligations of outstanding Obligations or, if all Obligations have been paid the Borrower in full, such proceeds will be released to Borrower. (v) Borrower hereby grants to Administrative Agent a security interest in all pledged amounts referred to in Sections 2.21(d)(i), 2.21(d)(ii) order and 2.21(d)(iii) manner as security for the Obligations. Borrower agrees to execute and deliver such additional security agreements, control agreements and other documents as Administrative Agent may reasonably require from time direct. If the Borrower is required to time with respect provide Cash Collateral pursuant to Section 2.7(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to the Borrower, provided that after giving effect to such security interest return (i) the Aggregate Credit Exposure would not exceed the aggregate Commitments at such time and pledged funds(ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Collateralization of Letters of Credit. (i) IfIf (i) as of the Commitment Termination Date, any Letter of Credit may for any reason remain outstanding, (ii) at any time, the Aggregate Credit Exposure shall exceed the aggregate Commitments (after giving effect to any Remargining Paymentconcurrent termination or reduction thereof) pursuant to Section 2.7(b) or (iii) any Event of Default occurs and is continuing and the Administrative Agent requires the applicable Borrower to Cash Collateralize the aggregate Letter of Credit Exposure pursuant to Section 8.2(c), such Borrower shall deliver to the undrawn Administrative Agent as Cash Collateral an amount in cash equal to 103% of the aggregate Stated Amount of all Letters of Credit exceed of such Borrower outstanding at such time (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, in the Available Commitmentcase of clause (ii) above, upon demand by an amount in cash equal to such excess. The Administrative Agent shall deposit such cash in a special collateral account of such Borrower pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, Borrower will pledge to Administrative Agent cash in the amount by which Issuing Banks and the undrawn amount of Letters of Credit exceed the Available Commitment as security for any amounts that become payable under the Letters of Credit and all other ObligationsLenders. (ii) Upon demand by Each Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for the Letter of Credit Exposure of such Borrower, and for application to its aggregate Reimbursement Obligations as and when the same shall arise. The Administrative Agent after shall have exclusive dominion and control, including the occurrence exclusive right of withdrawal, over such account for the benefit of the Issuing Banks and during the continuance of an Event of DefaultLenders, Administrative Agent may cause an Advance to be made in and the undrawn amount of all Letters of Credit. applicable Borrower shall have no right interest therein except as set forth in clause (iii) of this Section 2.5(f). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the applicable Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to require investments shall be made at the option and in the sole discretion of the Administrative Agent to demand or make Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such Advances. The proceeds of any such Advance will be pledged to and held by Administrative Agent as security for any amounts that become payable under investments shall accumulate in the Letters of Credit and all other ObligationsCash Collateral Account. (iii) In the alternativeevent of a drawing, if demanded and subsequent payment by any Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent after the occurrence and during the continuance of an Event of Default, Borrower will deposit with and pledge deliver to Administrative Agent cash in such Issuing Bank an amount equal to the undrawn amount Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all Letters of Credit, as further security for any amounts that become payable under the Letters of Credit and all other Obligations. (iv) Upon any draws under Letters of Credit, Administrative Agent will apply those amounts pledged and held pursuant to Sections 2.21(d)(i), 2.21(d)(ii) and 2.21(d)(iiisuch amounts) to the payment of Reimbursement Amounts, reimburse such Issuing Bank therefor. Any amounts remaining in any Cash Collateral Account (including interest and upon profits) after the expiration of the Letters of Credit any remaining amounts will of the applicable Xxxxxxxx and reimbursement in full of the Issuing Banks for all of their respective obligations thereunder shall be held by the Administrative Agent, for the benefit of the applicable Borrower, to be applied to against the repayment Obligations of outstanding Obligations or, if all Obligations have been paid the applicable Borrower in full, such proceeds will be released to Borrower. (v) Borrower hereby grants to Administrative Agent a security interest in all pledged amounts referred to in Sections 2.21(d)(i), 2.21(d)(ii) order and 2.21(d)(iii) manner as security for the Obligations. Borrower agrees to execute and deliver such additional security agreements, control agreements and other documents as Administrative Agent may reasonably require from time direct. If any Borrower is required to time with respect provide Cash Collateral pursuant to Section 2.7(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to such security interest Borrower, provided that after giving effect to such return (i) the Aggregate Credit Exposure would not exceed the aggregate Commitments at such time and pledged funds(ii) no Default or Event of Default shall have occurred and be continuing at such time. If any Borrower is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within three Business Days after all Events of Default have been cured or waived.

Collateralization of Letters of Credit. (i) IfIf (i) at any time, the Aggregate Revolving Credit Exposure shall exceed the aggregate Revolving Commitments (after giving effect to any Remargining Paymentconcurrent termination or reduction thereof) or (ii) any Event of Default occurs and is continuing and the Administrative Agent requires the Borrower to Cash Collateralize the aggregate L/C Exposure pursuant to Section 6.2(c), the undrawn Borrower shall deliver to the Administrative Agent as Cash Collateral an amount in cash equal to 102% of the aggregate Stated Amount of all Letters of Credit exceed of the Available CommitmentBorrower outstanding at such time (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, upon demand by in the case of clause (i) above, an amount in cash equal to such excess. The Administrative Agent shall deposit such cash in a special collateral account of the Borrower pursuant to arrangements reasonably satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, Borrower will pledge to Administrative Agent cash in the amount by which Issuing Banks and the undrawn amount of Letters of Credit exceed the Available Commitment as security for any amounts that become payable under the Letters of Credit and all other ObligationsLenders. (ii) Upon demand by The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for the L/C Exposure of the Borrower, and for application to its aggregate Reimbursement Obligations as and when the same shall arise. The Administrative Agent after shall have exclusive dominion and control, including the occurrence exclusive right of withdrawal, over such account for the benefit of the Issuing Banks and during the continuance of an Event of DefaultLenders, Administrative Agent may cause an Advance to be made in and the undrawn amount of all Letters of Credit. Borrower shall have no right to require Administrative Agent to demand or make such Advancesinterest therein. The proceeds of any such Advance will be pledged to and held by Administrative Agent as security for any amounts that become payable under Amounts in the Letters of Credit and all other ObligationsCash Collateral Account shall not bear interest. (iii) In the alternativeevent of a drawing, if demanded and subsequent payment by any Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent after the occurrence and during the continuance of an Event of Default, Borrower will deposit with and pledge deliver to Administrative Agent cash in such Issuing Bank an amount equal to the undrawn amount Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all Letters of Credit, as further security for any amounts that become payable under the Letters of Credit and all other Obligations. (iv) Upon any draws under Letters of Credit, Administrative Agent will apply those amounts pledged and held pursuant to Sections 2.21(d)(i), 2.21(d)(ii) and 2.21(d)(iiisuch amounts) to the payment of Reimbursement Amounts, reimburse such Issuing Bank therefor. Any amounts remaining in any Cash Collateral Account (including interest and upon profits) after the expiration of the Letters of Credit any remaining amounts will of the Borrower and reimbursement in full of the Issuing Banks for all of their respective obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied to against the repayment Obligations of outstanding Obligations or, if all Obligations have been paid the Borrower in full, such proceeds will be released to Borrower. (v) Borrower hereby grants to Administrative Agent a security interest in all pledged amounts referred to in Sections 2.21(d)(i), 2.21(d)(ii) order and 2.21(d)(iii) manner as security for the Obligations. Borrower agrees to execute and deliver such additional security agreements, control agreements and other documents as Administrative Agent may reasonably require from time direct. If the Borrower is required to time with respect provide Cash Collateral pursuant to Section 2.7(a), such amount, to the extent not applied as aforesaid, shall be returned to the Borrower, provided that after giving effect to such security interest return (i) the Aggregate Revolving Credit Exposure would not exceed the aggregate Revolving Commitments at such time and pledged funds(ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.