Common use of Collateralization of Letters of Credit Clause in Contracts

Collateralization of Letters of Credit. (a) At any time and from time to time (i) upon the Administrative Agent’s request given in accordance with Section 9.2 after the occurrence and during the continuance of an Event of Default and (ii) on the L/C Maturity Date, each Borrower shall deliver to the Administrative Agent as cash collateral in an amount in cash equal to the aggregate Stated Amount of all Letters of Credit issued for the account 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). 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, the Issuing Banks and the Lenders. (b) At any time and from time to time pursuant to Section 2.6(b), each Borrower shall deliver to the Administrative Agent such additional amount of cash to the extent required by such Section as cover for the aggregate Letter of Credit Exposure of such Borrower, and such cash shall be deposited in such Borrower’s Cash Collateral Account for the benefit of the Administrative Agent, the Issuing Banks and the Lenders. (c) 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 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 such Borrower shall have no interest therein except as set forth in Section 3.7(d). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of such Borrower (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 any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Notwithstanding anything in this Agreement to the contrary, to the extent any such drawing is made, the applicable Borrower’s Reimbursement Obligation shall be deemed to have been satisfied and discharged to the extent of any such payment from the Cash Collateral Account. Any amounts remaining in any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit 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 such Borrower, to be applied against the Obligations of such Borrower in such order and manner as the Administrative Agent may direct. If any Borrower is required to provide cash collateral pursuant to Section 2.6(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to such Borrower, provided that after giving effect to such return (i) the aggregate Credit Exposure would not exceed the Aggregate Commitments at such time and (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 (3) 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) upon If (i) as of the Administrative Agent’s request given in accordance with 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 concurrent termination or reduction thereof) pursuant to Section 9.2 after the occurrence and during the continuance of an 2.7(b) or (iii) any Event of Default occurs and (ii) on is continuing and the L/C Maturity DateAdministrative Agent or the Required Lenders, each as applicable, require the Borrower to cash collateralize the aggregate Letter of Credit Exposure pursuant to Section 8.2(d), the Borrower shall deliver to the Administrative Agent as cash collateral in an amount in cash equal to 105% of the aggregate Stated Amount of all Letters of Credit issued for of the account 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 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 such the Borrower pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, the Issuing Banks Lender and the Lenders. (bii) At any time and from time to time pursuant to Section 2.6(b), each Borrower shall deliver to the Administrative Agent such additional amount of cash to the extent required by such Section as cover for the aggregate Letter of Credit Exposure of such Borrower, and such cash shall be deposited in such Borrower’s Cash Collateral Account for the benefit of the Administrative Agent, the Issuing Banks and the Lenders. (c) Each The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks 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 such 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, including the exclusive right of withdrawal, over such account for the benefit of the Fronting Banks Issuing Lender and the Lenders Lenders, and such the Borrower shall have no interest therein except as set forth in clause (iii) of this Section 3.7(d2.5(i). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of such the Borrower (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 sole 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 accountthe Cash Collateral Account. (diii) In the event of a drawing, and subsequent payment by any the Issuing BankLender, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent will deliver to such the Issuing Bank Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such the Issuing Bank Lender therefor. Notwithstanding anything in this Agreement to the contrary, to the extent any such drawing is made, the applicable Borrower’s Reimbursement Obligation shall be deemed to have been satisfied and discharged to the extent of any such payment from the Cash Collateral Account. Any amounts remaining in any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit of the applicable Borrower and reimbursement in full of the Issuing Banks Lender for all of their its respective obligations thereunder shall be held by the Administrative Agent, for the benefit of such the Borrower, to be applied against the Obligations of such the Borrower in such order and manner as the Administrative Agent may direct. If any the Borrower is required to provide cash collateral pursuant to Section 2.6(b2.7(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to such the Borrower, provided that after giving effect to such return (i) the aggregate Aggregate Credit Exposure would not exceed the Aggregate aggregate Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If any 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 such the Borrower within three (3) 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) upon If (i) as of the Administrative Agent’s request given in accordance with 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 concurrent termination or reduction thereof) pursuant to Section 9.2 after the occurrence and during the continuance of an 2.7(b) or (iii) any Event of Default occurs and (ii) on is continuing and the L/C Maturity DateAdministrative Agent requires the applicable Borrower to Cash Collateralize the aggregate Letter of Credit Exposure pursuant to Section 8.2(c), each such Borrower shall deliver to the Administrative Agent as cash collateral in Cash Collateral an amount in cash equal to 103% of the aggregate Stated Amount of all Letters of Credit issued for the account 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 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 such Borrower pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, the Issuing Banks and the Lenders. (b) At any time and from time to time pursuant to Section 2.6(b), each Borrower shall deliver to the Administrative Agent such additional amount of cash to the extent required by such Section as cover for the aggregate Letter of Credit Exposure of such Borrower, and such cash shall be deposited in such Borrower’s Cash Collateral Account for the benefit of the Administrative Agent, the Issuing Banks and the Lenders. (cii) 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 shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account for the benefit of the Fronting Issuing Banks and the Lenders Lenders, and such the applicable Borrower shall have no interest therein except as set forth in clause (iii) of this Section 3.7(d2.5(f). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of such the applicable Borrower (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 sole 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 accountthe Cash Collateral Account. (diii) In the event of a drawing, 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 will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Notwithstanding anything in this Agreement to the contrary, to the extent any such drawing is made, the applicable Borrower’s Reimbursement Obligation shall be deemed to have been satisfied and discharged to the extent of any such payment from the Cash Collateral Account. Any amounts remaining in any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit 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 such the applicable Borrower, to be applied against the Obligations of such the applicable Borrower in such order and manner as the Administrative Agent may direct. If any Borrower is required to provide cash collateral Cash Collateral pursuant to Section 2.6(b2.7(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to such Borrower, provided that after giving effect to such return (i) the aggregate Aggregate Credit Exposure would not exceed the Aggregate aggregate Commitments at such time and (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 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 (3) 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 upon the request of the Administrative Agent (i) upon the Administrative Agent’s request given in accordance with Section 9.2 after the occurrence and during the continuance of an Event of Default and (ii) on the L/C Final Maturity Date, each Borrower Credit Party shall deliver to the Administrative Agent as cash collateral in an amount in cash equal to the aggregate Stated Amount of all Tranche 1 Letters of Credit issued for the account of such Borrower Credit Party outstanding at such time (whether or not any beneficiary under any Tranche 1 Letter of Credit shall have drawn or be entitled at such time to draw thereunder). The Administrative Agent shall deposit such cash in a special collateral account of such Borrower Credit Party pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, the Issuing Banks Fronting Bank and the Lenders. (b) At any time and from time to time pursuant to Section 2.6(b)(i) after the occurrence and during the continuance of an Event of Default and (ii) on the Final Maturity Date, each Borrower Credit Party shall deliver to the Administrative Agent such additional as cash collateral an amount of in cash equal to the extent required by such Section as cover for (x) the aggregate Stated Amount of all Tranche 2 Letters of Credit of such Credit Party outstanding at such time (whether or not any beneficiary under any Tranche 2 Letter of Credit Exposure shall have drawn or be entitled at such time to draw thereunder) minus (y) the aggregate portion of the L/C Collateral Balance in such BorrowerCredit Party’s Custodial Account consisting of cash at such time, and such cash shall be deposited in such BorrowerCredit Party’s Cash Collateral Account for the benefit of the Administrative Agent, the Issuing Banks Fronting Bank and the Lenders. (c) At any time and from time to time pursuant to Section 2.6(b) or (c), each Credit Party shall deliver to the Administrative Agent such additional amount of cash and Cash Equivalents to the extent required by such Sections as cover for the aggregate Tranche 1 Letter of Credit Exposure or Tranche 2 Letter of Credit Exposure of such Credit Party, as the case may be, and such cash shall be deposited in such Credit Party’s Cash Collateral Account for the benefit of the Administrative Agent, the Fronting Bank and the Lenders. (d) Each Borrower Credit Party hereby grants to the Administrative Agent, for the benefit of the Issuing Banks Fronting Bank 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 Tranche 1 Letter of Credit Exposure and the Tranche 2 Letter of Credit Exposure of such BorrowerCredit Party, and for application to its aggregate Reimbursement L/C 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 Bank and the Lenders and such Borrower Credit Party shall have no interest therein except as set forth in Section 3.7(d3.8(e). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of such Borrower Credit Party (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. (de) In the event of a drawing, 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 will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Notwithstanding anything in this Agreement to the contrary, to the extent any such drawing is made, the applicable Borrower’s Reimbursement Obligation shall be deemed to have been satisfied and discharged to the extent of any such payment from the Cash Collateral Account. Any amounts remaining in any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit of the applicable Borrower Credit Party and reimbursement in full of the Issuing Banks for all of their respective obligations thereunder L/C Obligations with respect thereto shall be held by the Administrative Agent, for the benefit of such BorrowerCredit Party, to be applied against the Obligations of such Borrower Credit Party in such order and manner as the Administrative Agent may direct. If any Borrower Credit Party is required to provide cash collateral pursuant to Section 2.6(b) or (c), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to such BorrowerCredit Party, provided that after giving effect to such return (i) the aggregate Tranche 1 Credit Exposure would not exceed the Aggregate aggregate Tranche 1 Commitments at such time and the aggregate Tranche 2 Letter of Credit Exposure would not exceed the aggregate Tranche 2 Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If any Borrower a Credit Party 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 Credit Party within three (3) 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) upon If (i) as of the Administrative Agent’s request given in accordance with 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 concurrent termination or reduction thereof) pursuant to Section 9.2 after the occurrence and during the continuance of an 2.7(b) or (iii) any Event of Default occurs and (ii) on is continuing and the L/C Maturity DateAdministrative Agent or the Required Lenders, each as applicable, require the Borrower to cash collateralize the aggregate Letter of Credit Exposure pursuant to Section 8.2(d), the Borrower shall deliver to the Administrative Agent as cash collateral in an amount in cash equal to 105% of the aggregate Stated Amount of all Letters of Credit issued for of the account 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 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 such the Borrower pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, the Issuing Banks Lender and the Lenders. (bii) At any time and from time to time pursuant to Section 2.6(b), each Borrower shall deliver to the Administrative Agent such additional amount of cash to the extent required by such Section as cover for the aggregate Letter of Credit Exposure of such Borrower, and such cash shall be deposited in such Borrower’s Cash Collateral Account for the benefit of the Administrative Agent, the Issuing Banks and the Lenders. (c) Each The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks 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 such 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, including the exclusive right of withdrawal, over such account for the benefit of the Fronting Banks Issuing Lender and the Lenders and such the Borrower shall have no interest therein except as set forth in clause (iii) of this Section 3.7(d2.5(i). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of such the Borrower (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. (diii) In the event of a drawing, and subsequent payment by any the Issuing BankLender, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent will deliver to such the Issuing Bank Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such the Issuing Bank Lender therefor. Notwithstanding anything in this Agreement to the contrary, to the extent any such drawing is made, the applicable Borrower’s Reimbursement Obligation shall be deemed to have been satisfied and discharged to the extent of any such payment from the Cash Collateral Account. Any amounts remaining in any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit of the applicable the Borrower and reimbursement in full of the Issuing Banks Lender for all of their its respective obligations thereunder shall be held by the Administrative Agent, for the benefit of such the Borrower, to be applied against the Obligations of such the Borrower in such order and manner as the Administrative Agent may direct. If any the Borrower is required to provide cash collateral pursuant to Section 2.6(b2.7(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to such the Borrower, provided that after giving effect to such return (i) the aggregate Aggregate Credit Exposure would not exceed the Aggregate aggregate Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If any 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 such the Borrower within three (3) 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) upon the Administrative Agent’s request given in accordance with Section 9.2 after the occurrence and during the continuance of an Event of Default and (ii) on the L/C Final Maturity Date, each Borrower Account Party shall deliver to the Administrative Agent as cash collateral in an amount in cash equal to the aggregate Stated Amount of all Tranche 1 Letters of Credit issued for the account of such Borrower Account Party outstanding at such time (whether or not any beneficiary under any Tranche 1 Letter of Credit shall have drawn or be entitled at such time to draw thereunder). The Administrative Agent shall deposit such cash in a special collateral account of such Borrower Account Party pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, the Issuing Banks Fronting Bank and the Lenders. (b) At any time and from time to time pursuant to Section 2.6(b)(i) after the occurrence and during the continuance of an Event of Default and (ii) on the Final Maturity Date, each Borrower Account Party shall deliver to the Administrative Agent such additional as cash collateral an amount of in cash equal to the extent required by such Section as cover for (x) the aggregate Stated Amount of all Tranche 2 Letters of Credit of such Account Party outstanding at such time (whether or not any beneficiary under any Tranche 2 Letter of Credit Exposure shall have drawn or be entitled at such time to draw thereunder) minus (y) the aggregate portion of the Borrowing Base in such BorrowerAccount Party’s Custodial Account consisting of cash at such time, and such cash shall be deposited in such BorrowerAccount Party’s Cash Collateral Account for the benefit of the Administrative Agent, the Issuing Banks Fronting Bank and the Lenders. (c) At any time and from time to time pursuant to Section 2.6(b), or (c), each Credit Party shall deliver to the Administrative Agent such additional amount of cash and Cash Equivalents to the extent required by such Sections as cover for the aggregate Tranche 1 Letter of Credit Exposure or Tranche 2 Letter of Credit Exposure of such Credit Party, as the case may be, and such cash shall be deposited in such Credit Party’s Cash Collateral Account for the benefit of the Administrative Agent, the Fronting Bank and the Lenders. (d) In the event that, at any time, there has been a material adverse effect upon the ability of any Credit Party to perform its payment or other material obligations under this Agreement or any of the other Credit Documents or there exists any event, condition or state of facts that would reasonably be expected to result in such material adverse effect, such Credit Party shall immediately deposit Eligible Collateral into a Custodial Account and/or cash collateral into its Cash Collateral Account in an amount equal to the aggregate Tranche 1 Letter of Credit Exposure attributable to such Account Party outstanding at such time (whether or not any beneficiary under any Tranche 1 Letter of Credit shall have drawn or be entitled at such time to draw thereunder). (e) Each Borrower Account Party hereby grants to the Administrative Agent, for the benefit of the Issuing Banks Fronting Bank 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 Tranche 1 Letter of Credit Exposure and the Tranche 2 Letter of Credit Exposure of such BorrowerAccount Party, 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 Bank and the Lenders and such Borrower Account Party shall have no interest therein except as set forth in Section 3.7(d3.8(f). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of such Borrower Account Party (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. (df) In the event of a drawing, 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 will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Notwithstanding anything in this Agreement to the contrary, to the extent any such drawing is made, the applicable Borrower’s Reimbursement Obligation shall be deemed to have been satisfied and discharged to the extent of any such payment from the Cash Collateral Account. Any amounts remaining in any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit of the applicable Borrower Account Party 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 such BorrowerAccount Party, to be applied against the Obligations of such Borrower Account Party in such order and manner as the Administrative Agent may direct. If any Borrower Account Party is required to provide cash collateral pursuant to Section 2.6(b) or (c), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to such BorrowerAccount Party, provided that after giving effect to such return (i) the aggregate Tranche 1 Credit Exposure would not exceed the Aggregate aggregate Tranche 1 Commitments at such time and the aggregate Tranche 2 Letter of Credit Exposure would not exceed the aggregate Tranche 2 Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If any Borrower an Account Party 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 Account Party within three (3) 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 On the Final Maturity Date (i) upon the Administrative Agent’s request given in accordance with Section 9.2 after the occurrence and during the continuance of an Event of Default and (ii) no later than 5:00 p.m., Charlotte time, on the L/C Maturity Datesuch day), each Borrower Account Party shall deliver to the Administrative Agent as cash collateral in Cash Collateral an amount in cash equal to (x) 103% of the aggregate Stated Amount of all Tranche 1 Letters of Credit issued for the account of such Borrower Account Party outstanding at such time (whether or not any beneficiary under any Tranche 1 Letter of Credit shall have drawn or be entitled at such time to draw thereunder)) plus (y) 103% of the aggregate Stated Amount of all Tranche 2 Letters of Credit of such Account Party outstanding at such time (whether or not any beneficiary under any Tranche 2 Letter of Credit shall have drawn or be entitled at such time to draw thereunder) minus (z) the aggregate portion of the Borrowing Base of such Account Party consisting of cash at such time. The Administrative Agent shall deposit such cash in a special collateral account of such Borrower Account Party pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, the Issuing Fronting Banks and the Lenders. (b) At any time and from time to time pursuant to Section 2.6(b) or 2.6(c), each Borrower Credit Party shall deliver to the Administrative Agent such additional amount of cash Cash Collateral to the extent required by such Section as cover for the aggregate Tranche 1 Letter of Credit Exposure or Tranche 2 Letter of Credit Exposure of such BorrowerCredit Party, as the case may be, and such cash shall be deposited in such BorrowerCredit Party’s Cash Collateral Account for the benefit of the Administrative Agent, the Issuing Fronting Banks and the Lenders. (c) In the event that, at any time, there has been a material adverse effect upon the ability of any Credit Party to perform its payment or other material obligations under this Agreement or any of the other Credit Documents or there exists any event, condition or state of facts known to such Credit Party that would reasonably be expected to result in such material adverse effect, such Credit Party shall immediately deposit Eligible Collateral into a Custodial Account and/or Cash Collateral into its Cash Collateral Account in an amount equal to (x) the aggregate Credit Exposure attributable to such Account Party 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) minus (y) the Borrowing Base of such Account Party at such time. (d) Each Borrower Account Party hereby grants to the Administrative Agent, for the benefit of the Issuing Fronting 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 Tranche 1 Letter of Credit Exposure and the Tranche 2 Letter of Credit Exposure of such BorrowerAccount Party, 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 such Borrower Account Party shall have no interest therein except as set forth in Section 3.7(d3.9(e). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of such Borrower (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 Amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. (de) In the event of a drawing, 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 will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Notwithstanding anything in this Agreement to the contrary, to the extent any such drawing is made, the applicable Borrower’s Reimbursement Obligation shall be deemed to have been satisfied and discharged to the extent of any such payment from the Cash Collateral Account. Any amounts remaining in any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit of the applicable Borrower Account Party 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 such BorrowerAccount Party, to be applied against the Obligations of such Borrower Account Party in such order and manner as the Administrative Agent may direct. If any Borrower Account Party is required to provide cash collateral Cash Collateral pursuant to Section 2.6(b) or 2.6(c), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to such Borrower, Account Party; provided that after giving effect to such return (i) the aggregate Tranche 1 Credit Exposure would not exceed the Aggregate aggregate Tranche 1 Commitments at such time and the aggregate Tranche 2 Letter of Credit Exposure would not exceed the aggregate Tranche 2 Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If any Borrower Account Party is required to provide cash collateral 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 Account Party within three (3) Business Days after all Events of Default have been cured or waived. If any Account Party is required to provide Cash Collateral under Section 3.9(a) and as a result, the Borrowing Base of such Account Party exceeds the aggregate Stated Amount of all Tranche 2 Letters of Credit (and all Tranche 1 Letters of Credit secured pursuant to Section 3.6) of such Account Party outstanding at such time, Eligible Collateral (other than cash) in an amount equal to such excess shall be promptly returned to such Account Party.

Collateralization of Letters of Credit. (a) At any time and from time to time (i) upon If (i) as of the Administrative Agent’s request given in accordance with 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 concurrent termination or reduction thereof) pursuant to Section 9.2 after the occurrence and during the continuance of an 2.7(b) or (iii) any Event of Default occurs and (ii) on is continuing and the L/C Maturity DateAdministrative Agent requires the Borrower to Cash Collateralize the aggregate Letter of Credit Exposure pursuant to Section 8.2(c), each the Borrower shall deliver to the Administrative Agent as cash collateral in Cash Collateral an amount in cash equal to 103% of the aggregate Stated Amount of all Letters of Credit issued for of the account 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 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 such the Borrower pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, the Issuing Banks and the Lenders. (bii) At any time and from time to time pursuant to Section 2.6(b), each Borrower shall deliver to the Administrative Agent such additional amount of cash to the extent required by such Section as cover for the aggregate Letter of Credit Exposure of such Borrower, and such cash shall be deposited in such Borrower’s Cash Collateral Account for the benefit of the Administrative Agent, the Issuing Banks and the Lenders. (c) Each 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 such 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, including the exclusive right of withdrawal, over such account for the benefit of the Fronting Issuing Banks and the Lenders Lenders, and such the Borrower shall have no interest therein except as set forth in clause (iii) of this Section 3.7(d2.5(f). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of such the Borrower (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 sole 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 accountthe Cash Collateral Account. (diii) In the event of a drawing, 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 will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Notwithstanding anything in this Agreement to the contrary, to the extent any such drawing is made, the applicable Borrower’s Reimbursement Obligation shall be deemed to have been satisfied and discharged to the extent of any such payment from the Cash Collateral Account. Any amounts remaining in any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit 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 such the Borrower, to be applied against the Obligations of such the Borrower in such order and manner as the Administrative Agent may direct. If any the Borrower is required to provide cash collateral Cash Collateral pursuant to Section 2.6(b2.7(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to such the Borrower, provided that after giving effect to such return (i) the aggregate Aggregate Credit Exposure would not exceed the Aggregate aggregate Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If any the Borrower is required to provide cash collateral Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to such the 11863223v8 24740.00050 Borrower within three (3) 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 On the Final Maturity Date (i) upon the Administrative Agent’s request given in accordance with Section 9.2 after the occurrence and during the continuance of an Event of Default and (ii) no later than 5:00 p.m., Charlotte time, on the L/C Maturity Datesuch day), each Borrower Account Party shall deliver to the Administrative Agent as cash collateral Cash Collateral in an amount in cash equal to (y) 103% of the aggregate Stated Amount of all Letters of Credit issued for the account of such Borrower Account Party 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)) minus (z) the aggregate portion of the Borrowing Base of such Account Party consisting of cash at such time. The Administrative Agent shall deposit such cash in a special collateral account of such Borrower Account Party pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, the Issuing Fronting Banks and the Lenders. (b) At any time and from time to time pursuant to Section 2.6(b), each Borrower Account Party shall deliver to the Administrative Agent such additional amount of cash Cash Collateral to the extent required by such Section as cover for the aggregate Letter of Credit Exposure of such BorrowerAccount Party, as the case may be, and such cash shall be deposited in such BorrowerAccount Party’s Cash Collateral Account for the benefit of the Administrative Agent, the Issuing Fronting Banks and the Lenders. (c) [Reserved] (d) Each Borrower Account Party hereby grants to the Administrative Agent, for the benefit of the Issuing Fronting 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 BorrowerAccount Party, 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 such Borrower Account Party shall have no interest therein except as set forth in Section 3.7(d3.9(e). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of such Borrower (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 Amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. (de) In the event of a drawing, 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 AccountAccount of the applicable Account Party, the Administrative Agent will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Notwithstanding anything in this Agreement to the contrary, to the extent any such drawing is made, the applicable Borrower’s Reimbursement Obligation shall be deemed to have been satisfied and discharged to the extent of any such payment from the Cash Collateral Account. Any amounts remaining in any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit of the applicable Borrower Account Party 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 such BorrowerAccount Party, to be applied against the Obligations of such Borrower Account Party in such order and manner as the Administrative Agent may direct. If any Borrower Account Party is required to provide cash collateral Cash Collateral pursuant to Section 2.6(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to such Borrower, Account Party; provided that after giving effect to such return (i) the aggregate Aggregate Credit Exposure would not exceed the Aggregate Total Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If any Borrower Account Party is required to provide cash collateral 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 Account Party within three (3) Business Days after all Events of Default have been cured or waived. If any Account Party is required to provide Cash Collateral under Section 3.9(a) and as a result, the Borrowing Base of such Account Party exceeds the aggregate Stated Amount of all Letters of Credit of such Account Party outstanding at such time, Eligible Collateral (other than cash) in an amount equal to such excess shall be promptly returned to such Account Party.

Collateralization of Letters of Credit. (a) At any time and from time to time (i) upon the Administrative Agent’s request given in accordance with Section 9.2 after the occurrence and during the continuance of an Event of Default and (ii) on the L/C Final Maturity Date, each Borrower Account Party shall deliver to the Administrative Agent as cash collateral in an amount in cash equal to the aggregate Stated Amount of all Tranche 1 Letters of Credit issued for the account of such Borrower Account Party outstanding at such time (whether or not any beneficiary under any Tranche 1 Letter of Credit shall have drawn or be entitled at such time to draw thereunder). The Administrative Agent shall deposit such cash in a special collateral account of such Borrower Account Party pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, the Issuing Fronting Banks and the Lenders. (b) At any time and from time to time pursuant to Section 2.6(b)(i) after the occurrence and during the continuance of an Event of Default and (ii) on the Final Maturity Date, each Borrower Account Party shall deliver to the Administrative Agent such additional as cash collateral an amount of in cash equal to the extent required by such Section as cover for (x) the aggregate Stated Amount of all Tranche 2 Letters of Credit of such Account Party outstanding at such time (whether or not any beneficiary under any Tranche 2 Letter of Credit Exposure shall have drawn or be entitled at such time to draw thereunder) minus (y) the aggregate portion of the Borrowing Base in such BorrowerAccount Party’s Custodial Account consisting of cash at such time, and such cash shall be deposited in such BorrowerAccount Party’s Cash Collateral Account for the benefit of the Administrative Agent, the Issuing Fronting Banks and the Lenders. (c) At any time and from time to time pursuant to Section 2.6(b) or (c), each Credit Party shall deliver to the Administrative Agent such additional amount of cash and Cash Equivalents to the extent required by such Sections as cover for the aggregate Tranche 1 Letter of Credit Exposure or Tranche 2 Letter of Credit Exposure of such Credit Party, as the case may be, and such cash shall be deposited in such Credit Party’s Cash Collateral Account for the benefit of the Administrative Agent, the Fronting Banks and the Lenders. (d) In the event that, at any time, there has been a material adverse effect upon the ability of any Credit Party to perform its payment or other material obligations under this Agreement or any of the other Credit Documents or there exists any event, condition or state of facts known to such Credit Party that would reasonably be expected to result in such material adverse effect, such Credit Party shall immediately deposit Eligible Collateral into a Custodial Account and/or cash collateral into its Cash Collateral Account in an amount equal to the aggregate Tranche 1 Letter of Credit Exposure attributable to such Account Party outstanding at such time (whether or not any beneficiary under any Tranche 1 Letter of Credit shall have drawn or be entitled at such time to draw thereunder). (e) Each Borrower Account Party hereby grants to the Administrative Agent, for the benefit of the Issuing Fronting 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 Tranche 1 Letter of Credit Exposure and the Tranche 2 Letter of Credit Exposure of such BorrowerAccount Party, 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 such Borrower Account Party shall have no interest therein except as set forth in Section 3.7(d3.8(f). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of such Borrower Account Party (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. (df) In the event of a drawing, 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 will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Notwithstanding anything in this Agreement to the contrary, to the extent any such drawing is made, the applicable Borrower’s Reimbursement Obligation shall be deemed to have been satisfied and discharged to the extent of any such payment from the Cash Collateral Account. Any amounts remaining in any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit of the applicable Borrower Account Party 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 such BorrowerAccount Party, to be applied against the Obligations of such Borrower Account Party in such order and manner as the Administrative Agent may direct. If any Borrower Account Party is required to provide cash collateral pursuant to Section 2.6(b) or (c), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to such BorrowerAccount Party, provided that after giving effect to such return (i) the aggregate Tranche 1 Credit Exposure would not exceed the Aggregate aggregate Tranche 1 Commitments at such time and the aggregate Tranche 2 Letter of Credit Exposure would not exceed the aggregate Tranche 2 Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If any Borrower Account Party 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 Account Party within three (3) Business Days after all Events of Default have been cured or waived. If any Account Party is required to provide cash collateral under Section 3.8(b) and as a result, the Borrowing Base of such Account Party exceeds the aggregate Stated Amount of all Tranche 2 Letters of Credit of such Account Party outstanding at such time, Eligible Collateral in an amount equal to such excess shall be promptly returned to such Account Party.