Common use of Provision of Cover Clause in Contracts

Provision of Cover. In the event the Guarantor or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections 2.01(d) or 6.01, the LC Issuer will establish a separate cash collateral account (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer (and, in the case of a securities account, in respect of which the LC Issuer is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor hereby pledges and grants to the LC Issuer, for the benefit of the LC Issuer as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer in such short-term investments as the LC Issuer shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer shall, from time to time, at the request of the Guarantor, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has terminated, the LC Issuer shall promptly deliver to the Guarantor, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor or Company and the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections Section 2.01(d) ), Section 2.17 or Section 6.01, the LC Issuer Administrative Agent will establish a separate cash collateral account (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer Administrative Agent (and, in the case of a securities account, in respect of which the LC Issuer Administrative Agent is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors Account Parties under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor of the Company and the other Account Parties hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer Banks and the Administrative Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e2.03(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall, if instructed by the Required Banks in their sole discretion, liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer Administrative Agent shall, from time to time, at the request of the GuarantorCompany, deliver to the relevant ObligorCompany, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has Commitments have terminated, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant ObligorCompany and the other Account Parties, as applicable, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections 2.01(d) or 6.01, the LC Issuer will establish a separate cash collateral account (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer (and, in the case of a securities account, in respect of which the LC Issuer is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time an amount of cash equal to time 103% of the aggregate LC Exposure as of such amounts paid to the LC Issuer as cash collateral for the applicable LC Exposuredate. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor hereby pledges and grants to the LC Issuer, for the benefit of the LC Issuer as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer in such short-term investments as the LC Issuer shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer shall, from time to time, at the request of the Guarantor, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has terminated, the LC Issuer shall promptly deliver to the Guarantor, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections Section 2.01(d) ), Section 6.01 or 6.01in connection with a Sell Down Event, the LC Issuer will establish a separate cash collateral account (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer (and, in the case of a securities account, in respect of which the LC Issuer is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor hereby pledges and grants to the LC Issuer, for the benefit of the LC Issuer as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e). Amounts on deposit in the Collateral Account shall may be held uninvested or be invested and reinvested by the LC Issuer in such short-term investments as the LC Issuer shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer shall, from time to time, at the request of the Guarantor, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has terminated, the LC Issuer shall promptly deliver to the Guarantor, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections 2.01(d) or 6.01, the LC Issuer will establish a separate cash collateral account (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer (and, in the case of a securities account, in respect of which the LC Issuer is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor hereby pledges and grants to the LC Issuer, for the benefit of the LC Issuer as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer in such short-term investments as the LC Issuer shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer shall, from time to time, at the request of the Guarantor, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has terminated, the LC Issuer shall promptly deliver to the Guarantor, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.Collateral

Provision of Cover. In the event the Guarantor Company or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections Section 2.01(d), Section 2.17, Section 6.01 or clause (f) or 6.01hereof, the LC Issuer Administrative Agent will establish a separate cash collateral account (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer Administrative Agent (and, in the case of a securities account, in respect of which the LC Issuer Administrative Agent is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer Banks and the Administrative Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e2.03(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall, if instructed by the Required Banks in their sole discretion, liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer Administrative Agent shall, from time to time, at the request of the GuarantorCompany, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has Commitments have terminated, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor or Company and the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections Section 2.01(d) ), Section 2.17 or Section 6.01, the LC Issuer Administrative Agent will establish a separate cash collateral account (the “"Collateral Account”"), which may be a “"securities account” " (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “"NY UCC”")), in the name and under the sole dominion and control of the LC Issuer Administrative Agent (and, in the case of a securities account, in respect of which the LC Issuer Administrative Agent is the “"entitlement holder” " (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors Account Parties under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “"Secured Obligations”"), each Obligor of the Company and the other Account Parties hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer Banks and the Administrative Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e2.03(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall, if instructed by the Required Banks in their sole discretion, liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer Administrative Agent shall, from time to time, at the request of the GuarantorCompany, deliver to the relevant ObligorCompany, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has Commitments have terminated, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant ObligorCompany and the other Account Parties, as applicable, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In (a) If there shall occur an Event of Default and the event Company is as a result thereof required pursuant to Section ‎8.01 to provide cover for the Guarantor or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections 2.01(d) or 6.01Credit, the LC Issuer Administrative Agent will forthwith establish a separate cash collateral account (the “Collateral Account”)) at JPMorgan, which may shall be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer (and, in the case of a securities account, ) in respect of which the LC Issuer Administrative Agent is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) , into which there shall be deposited from time to time such the amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. cover. (b) As collateral security for the prompt payment in full when due of the all LC Reimbursement Obligations and all reimbursement obligations in respect of LC Disbursements(whether now existing or hereafter from time to time arising), all interest thereon, and all other present and future obligations of the Obligors under Company to the Credit Documents whether Banks or not then outstanding or due the Issuing Banks and payable (such obligations being herein collectively called the “Secured Obligations”)Administrative Agent hereunder, each Obligor the Company hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer as provided hereinBanks and the Issuing Banks and the Administrative Agent, a security interest in all of its right, title and interest in in, to and to under the Collateral Account and the balances from time to time in the Collateral Account (including any and all securities and other financial assets from time to time carried therein) and any and all proceeds thereof (all such collateral being herein collectively called the investments and reinvestments therein provided for below“Cover”). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations obligation of the Company until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e). ‎2.05. (c) Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments Permitted Investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments and proceeds shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. . (d) At any time, time and from time to time, time while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall have the rights and remedies of a secured party under the UCC and, without limiting the foregoing, shall, if so instructed by the Majority Banks, liquidate any such investments and reinvestments the Cover and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time obligations secured thereby. (ie) no Default has occurred and is continuing and (ii) When all of the Secured Obligations then due obligations of the Company under this Agreement (other than contingent obligations for which no claim has been made) shall have been paid in full but Letters and each Letter of Credit remain outstanding, the LC Issuer shall, from time to time, at the request of the Guarantor, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have has expired or been terminated and the Commitment has terminatedno Commitments remain in effect, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor or Company and the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections 2.01(d) Section 2.17 or Section 6.01, the LC Issuer Administrative Agent will establish a separate cash collateral account (the “"Collateral Account”"), which may be a “"securities account” " (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “"NY UCC”")), in the name and under the sole dominion and control of the LC Issuer Administrative Agent (and, in the case of a securities account, in respect of which the LC Issuer Administrative Agent is the “"entitlement holder” " (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors Account Parties under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “"Secured Obligations”"), each Obligor of the Company and the other Account Parties hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer Banks and the Administrative Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e2.03(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall, if instructed by the Required Banks in their sole discretion, liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer Administrative Agent shall, from time to time, at the request of the GuarantorCompany, deliver to the relevant ObligorCompany, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has Commitments have terminated, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant ObligorCompany and the other Account Parties, as applicable, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor or Company and the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral cover for outstanding Letters of Credit pursuant to Sections 2.01(d) or Section 6.01, the LC Issuer Administrative Agent will establish a separate cash collateral account (the “"Collateral Account”"), which may be a “"securities account” " (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “"NY UCC”")), in the name and under the sole dominion and control of the LC Issuer Administrative Agent (and, in the case of a securities account, in respect of which the LC Issuer Administrative Agent is the “"entitlement holder” " (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer Administrative Agent as cash collateral cover for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors Account Parties under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “"Secured Obligations”"), each Obligor of the Company and the other Account Parties hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer Banks and the Administrative Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e2.03(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments Investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall, if instructed by the Required Banks in their sole discretion, liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer Administrative Agent shall, from time to time, at the request of the GuarantorCompany, deliver to the relevant ObligorCompany, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has Commitments have terminated, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant ObligorCompany and the other Account Parties, as applicable, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In (a) If there shall occur an Event of Default and the event Company is as a result thereof required pursuant to Section 8.01 to provide cover for the Guarantor or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections 2.01(d) or 6.01Credit, the LC Issuer Administrative Agent will forthwith establish a separate cash collateral account (the “Collateral Account”)) at Citibank, which may shall be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer (and, in the case of a securities account, ) in respect of which the LC Issuer Administrative Agent is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) , into which there shall be deposited from time to time such the amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. cover. (b) As collateral security for the prompt payment in full when due of the all LC Reimbursement Obligations and all reimbursement obligations in respect of LC Disbursements(whether now existing or hereafter from time to time arising), all interest thereon, and all other present and future obligations of the Obligors under Company to the Credit Documents whether Banks or not then outstanding or due the Issuing Banks and payable (such obligations being herein collectively called the “Secured Obligations”)Administrative Agent hereunder, each Obligor the Company hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer as provided hereinBanks and the Issuing Banks and the Administrative Agent, a security interest in all of its right, title and interest in in, to and to under the Collateral Account and the balances from time to time in the Collateral Account (including any and all securities and other financial assets from time to time carried therein) and any and all proceeds thereof (all such collateral being herein collectively called the investments and reinvestments therein provided for below“Cover”). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations obligation of the Company until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e). 2.05. (c) Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments Permitted Investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments and proceeds shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. . (d) At any time, time and from time to time, time while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall have the rights and remedies of a secured party under the UCC and, without limiting the foregoing, shall, if so instructed by the Majority Banks, liquidate any such investments and reinvestments the Cover and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time obligations secured thereby. (ie) no Default has occurred and is continuing and (ii) When all of the Secured Obligations then due obligations of the Company under this Agreement shall have been paid in full but Letters and each Letter of Credit remain outstanding, the LC Issuer shall, from time to time, at the request of the Guarantor, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have has expired or been terminated and the Commitment has terminatedno Commitments remain in effect, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany against receipt, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In (a) If there shall occur an Event of Default and the event Company is as a result thereof required pursuant to Section 8.01 to provide cover for the Guarantor or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections 2.01(d) or 6.01Credit, the LC Issuer Administrative Agent will forthwith establish a separate cash collateral account (the “"Collateral Account”)") at Citibank, which may shall be a “"securities account” " (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer (and, in the case of a securities account, ) in respect of which the LC Issuer Administrative Agent is the “"entitlement holder” " (as defined in Section 8-102(a)(7) of the NY UCC)) , into which there shall be deposited from time to time such the amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. cover. (b) As collateral security for the prompt payment in full when due of the all LC Reimbursement Obligations and all reimbursement obligations in respect of LC Disbursements(whether now existing or hereafter from time to time arising), all interest thereon, and all other present and future obligations of the Obligors under Company to the Credit Documents whether Banks or not then outstanding or due the Issuing Banks and payable (such obligations being herein collectively called the “Secured Obligations”)Administrative Agent hereunder, each Obligor the Company hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer as provided hereinBanks and the Issuing Banks and the Administrative Agent, a security interest in all of its right, title and interest in in, to and to under the Collateral Account and the balances from time to time in the Collateral Account (including without limitation any and all securities and other financial assets from time to time carried therein) and any and all proceeds thereof (all such collateral being herein collectively called the investments and reinvestments therein provided for below"Cover"). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations obligation of the Company until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e). 2.05. (c) Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments Permitted Investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments and proceeds shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. . (d) At any time, time and from time to time, time while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall have the rights and remedies of a secured party under the UCC and, without limiting the foregoing, shall, if so instructed by the Majority Banks, liquidate any such investments and reinvestments the Cover and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time obligations secured thereby. (ie) no Default has occurred and is continuing and (ii) When all of the Secured Obligations then due obligations of the Company under this Agreement shall have been paid in full but Letters and each Letter of Credit remain outstanding, the LC Issuer shall, from time to time, at the request of the Guarantor, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have has expired or been terminated and the Commitment has terminatedno Commitments remain in effect, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany against receipt, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account. (f) The Company recognizes that, by reason of prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Cover, to limit purchasers to those who will agree, among other things, to acquire the same for their own account for investment and not with a view to the distribution or resale thereof. The Company acknowledges that any such private sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to the extent permitted by applicable law to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale thereof for the period of time necessary to permit the Company to register it for public sale.

Provision of Cover. In the event the Guarantor or the Subsidiary Account Parties Company shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections Section 2.01(d), Section 2.17, Section 6.01 or clause (f) or 6.01hereof, the LC Issuer Administrative Agent will establish a separate cash collateral account (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer Administrative Agent (and, in the case of a securities account, in respect of which the LC Issuer Administrative Agent is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors Company under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor the Company hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer Banks and the Administrative Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e2.03(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall, if instructed by the Required Banks in their sole discretion, liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer Administrative Agent shall, from time to time, at the request of the GuarantorCompany, deliver to the relevant ObligorCompany, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired with no pending drawings or been terminated and the Commitment has Commitments have terminated, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant ObligorCompany, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor Company or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections Section 2.01(d), Section 2.17, Section 6.01 or clause (f) or 6.01hereof, the LC Issuer Administrative Agent will establish a separate cash collateral account (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer Administrative Agent (and, in the case of a securities account, in respect of which the LC Issuer Administrative Agent is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer Banks and the Administrative Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral 4868-9081-7618 v.9 Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e2.03(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall, if instructed by the Required Banks in their sole discretion, liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer Administrative Agent shall, from time to time, at the request of the GuarantorCompany, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has Commitments have terminated, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In (a) If there shall occur an Event of Default and the event Company is as a result thereof required pursuant to Section 8.01 to provide cover for the Guarantor or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections 2.01(d) or 6.01Credit, the LC Issuer Administrative Agent will forthwith establish a separate cash collateral account (the “"Collateral Account”)") at JPMorgan, which may shall be a “"securities account” " (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer (and, in the case of a securities account, ) in respect of which the LC Issuer Administrative Agent is the “"entitlement holder” " (as defined in Section 8-102(a)(78‑102(a)(7) of the NY UCC)) , into which there shall be deposited from time to time such the amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. cover. (b) As collateral security for the prompt payment in full when due of the all LC Reimbursement Obligations and all reimbursement obligations in respect of LC Disbursements(whether now existing or hereafter from time to time arising), all interest thereon, and all other present and future obligations of the Obligors under Company to the Credit Documents whether Banks or not then outstanding or due the Issuing Banks and payable (such obligations being herein collectively called the “Secured Obligations”)Administrative Agent hereunder, each Obligor the Company hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer as provided hereinBanks and the Issuing Banks and the Administrative Agent, a security interest in all of its right, title and interest in in, to and to under the Collateral Account and the balances from time to time in the Collateral Account (including any and all securities and other financial assets from time to time carried therein) and any and all proceeds thereof (all such collateral being herein collectively called the investments and reinvestments therein provided for below"Cover"). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations obligation of the Company until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e). 2.05. (c) Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments Permitted Investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments and proceeds shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. . (d) At any time, time and from time to time, time while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall have the rights and remedies of a secured party under the UCC and, without limiting the foregoing, shall, if so instructed by the Majority Banks, liquidate any such investments and reinvestments the Cover and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time obligations secured thereby. (ie) no Default has occurred and is continuing and (ii) When all of the Secured Obligations then due obligations of the Company under this Agreement shall have been paid in full but Letters and each Letter of Credit remain outstanding, the LC Issuer shall, from time to time, at the request of the Guarantor, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have has expired or been terminated and the Commitment has terminatedno Commitments remain in effect, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany against receipt, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor or Company and the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral cover for outstanding Committed Letters of Credit pursuant to Sections 2.01(d) or Section 6.01, the LC Issuer Administrative Agent will establish a separate cash collateral account (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer Administrative Agent (and, in the case of a securities account, in respect of which the LC Issuer Administrative Agent is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer Administrative Agent as cash collateral cover for the applicable such LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors Account Parties under the Credit Documents (other than reimbursement obligations, interest thereon and fees in respect of Alternative Currency Letters of Credit) whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor of the Company and the other Account Parties hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer Banks and the Administrative Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e2.03(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments Investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuingcontinuing or at any time following the Commitment Termination Date, the LC Issuer may Administrative Agent shall, if instructed by the Required Banks in their sole discretion, liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at At any time prior to the Commitment Termination Date, if (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Committed Letters of Credit remain outstanding, the LC Issuer Administrative Agent shall, from time to time, at the request of the GuarantorCompany, deliver to the relevant ObligorCompany, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Committed Letters of Credit. When all of the Secured Obligations shall have been paid in full, full and all Committed Letters of Credit have expired or been terminated and the Commitment has terminated, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant ObligorCompany and the other Account Parties, as applicable, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In (a) If there shall occur an Event of Default and the event Company is as a result thereof required pursuant to Section 8.01 to provide cover for the Guarantor or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections 2.01(d) or 6.01Credit, the LC Issuer Administrative Agent will forthwith establish a separate cash collateral account (the “"Collateral Account”)") at JPMorgan, which may shall be a “"securities account” " (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer (and, in the case of a securities account, ) in respect of which the LC Issuer Administrative Agent is the “"entitlement holder” " (as defined in Section 8-102(a)(78‑102(a)(7) of the NY UCC)) , into which there shall be deposited from time to time such the amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. cover. (b) As collateral security for the prompt payment in full when due of the all LC Reimbursement Obligations and all reimbursement obligations in respect of LC Disbursements(whether now existing or hereafter from time to time arising), all interest thereon, and all other present and future obligations of the Obligors under Company to the Credit Documents whether Banks or not then outstanding or due the Issuing Banks and payable (such obligations being herein collectively called the “Secured Obligations”)Administrative Agent hereunder, each Obligor the Company hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer as provided hereinBanks and the Issuing Banks and the Administrative Agent, a security interest in all of its right, title and interest in in, to and to under the Collateral Account and the balances from time to time in the Collateral Account (including any and all securities and other financial assets from time to time carried therein) and any and all proceeds thereof (all such collateral being herein collectively called the investments and reinvestments therein provided for below"Cover"). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations obligation of the Company until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e). 2.05. (c) Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments Permitted Investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments and proceeds shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. . (d) At any time, time and from time to time, time while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall have the rights and remedies of a secured party under the UCC and, without limiting the foregoing, shall, if so instructed by the Majority Banks, liquidate any such investments and reinvestments the Cover and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time obligations secured thereby. (ie) no Default has occurred and is continuing and (ii) When all of the Secured Obligations then due obligations of the Company under this Agreement (other than contingent obligations for which no claim has been made) shall have been paid in full but Letters and each Letter of Credit remain outstanding, the LC Issuer shall, from time to time, at the request of the Guarantor, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have has expired or been terminated and the Commitment has terminatedno Commitments remain in effect, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In (a) If there shall occur an Event of Default and the event Company is as a result thereof required pursuant to Section 8.01 to provide cover for the Guarantor or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections 2.01(d) or 6.01Credit, the LC Issuer Administrative Agent will forthwith establish a separate cash collateral account (the “Collateral Account”)) at Citibank, which may shall be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer (and, in the case of a securities account, ) in respect of which the LC Issuer Administrative Agent is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) , into which there shall be deposited from time to time such the amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. cover. (b) As collateral security for the prompt payment in full when due of the all LC Reimbursement Obligations and all reimbursement obligations in respect of LC Disbursements(whether now existing or hereafter from time to time arising), all interest thereon, and all other present and future obligations of the Obligors under Company to the Credit Documents whether Banks or not then outstanding or due the Issuing Banks and payable (such obligations being herein collectively called the “Secured Obligations”)Administrative Agent hereunder, each Obligor the Company hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer as provided hereinBanks and the Issuing Banks and the Administrative Agent, a security interest in all of its right, title and interest in in, to and to under the Collateral Account and the balances from time to time in the Collateral Account (including any and all securities and other financial assets from time to time carried therein) and any and all proceeds thereof (all such collateral being herein collectively called the investments and reinvestments therein provided for below“Cover”). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations obligation of the Company until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e). 2.05. (c) Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments Permitted Investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments and proceeds shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. . (d) At any time, time and from time to time, time while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall have the rights and remedies of a secured party under the UCC and, without limiting the foregoing, shall, if so instructed by the Majority Banks, liquidate any such investments and reinvestments the Cover and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time obligations secured thereby. (ie) no Default has occurred and is continuing and (ii) When all of the Secured Obligations then due obligations of the Company under this Agreement shall have been paid in full but Letters and each Letter of Credit remain outstanding, the LC Issuer shall, from time to time, at the request of the Guarantor, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have has expired or been terminated and the Commitment has terminatedno Commitments remain in effect, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany against receipt, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account. (f) The Company recognizes that, by reason of prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Cover, to limit purchasers to those who will agree, among other things, to acquire the same for their own account for investment and not with a view to the distribution or resale thereof. The Company acknowledges that any such private sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to the extent permitted by applicable law to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale thereof for the period of time necessary to permit the Company to register it for public sale.

Provision of Cover. In the event the Guarantor or Company and the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections 2.01(d) Section 2.17 or Section 6.01, the LC Issuer Administrative Agent will establish a separate cash collateral account (the “"Collateral Account”"), which may be a “"securities account” " (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “"NY UCC”")), in the name and under the sole dominion and control of the LC Issuer Administrative Agent (and, in the case of a securities account, in respect of which the LC Issuer Administrative Agent is the “"entitlement holder” " (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors Account Parties under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “"Secured Obligations”"), each Obligor of the Company and the other Account Parties hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer Banks and the Administrative Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e2.03(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-short term investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall, if instructed by the Required Banks in their sole discretion, liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer Administrative Agent shall, from time to time, at the request of the GuarantorCompany, deliver to the relevant ObligorCompany, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has Commitments have terminated, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant ObligorCompany and the other Account Parties, as applicable, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for the outstanding Letters Letter of Credit pursuant to Sections Section 2.01(d) ), Section 6.01 or 6.01in connection with a Sell-Down Event, the LC Issuer will establish a separate cash collateral account (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer (and, in the case of a securities account, in respect of which the LC Issuer is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full in cash when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor hereby pledges and grants to the LC Issuer, for the benefit of the LC Issuer as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e). Amounts on deposit in the Collateral Account shall may be held uninvested or be invested and reinvested by the LC Issuer in such short-term investments as the LC Issuer shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full in cash but Letters the Letter of Credit remain remains outstanding, the LC Issuer shall, from time to time, at the request of the Guarantor, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all the outstanding Letters Letter of Credit. When all of the Secured Obligations shall have been paid in full, all Letters full in cash and the Letter of Credit have has expired or been terminated and the Commitment has terminated, the LC Issuer shall promptly deliver to the Guarantor, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor Company or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections Section 2.01(d), Section 2.17, Section 6.01, Section 2.11(d), Section 2.18(c)(i) or 6.01clause (f) hereof, the LC Issuer Administrative Agent will establish a separate cash collateral account 4879-5062-7662v.12 (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer Administrative Agent (and, in the case of a securities account, in respect of which the LC Issuer Administrative Agent is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer Banks and the Administrative Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e2.03(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall, if instructed by the Required Banks in their sole discretion, liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer Administrative Agent shall, from time to time, at the request of the GuarantorCompany, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has Commitments have terminated, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor or the Subsidiary Account Parties Company shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections Section 2.01(d), Section 2.17, Section 6.01 or clause (f) or 6.01hereof, the LC Issuer Administrative Agent will establish a separate cash collateral account (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer Administrative Agent (and, in the case of a securities account, in respect of which the LC Issuer Administrative Agent is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors Company under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor the Company hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer Banks and the Administrative Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e2.03(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall, if instructed by the Required Banks in their sole discretion, liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer Administrative Agent shall, from time to time, at the request of the GuarantorCompany, deliver to the relevant ObligorCompany, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has Commitments have terminated, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant ObligorCompany, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor Company or the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections Section 2.01(d), Section 2.17, Section 6.01, Section 2.11(d), Section 2.18(c)(i) or 6.01clause (f) hereof, the LC Issuer Administrative Agent will establish a separate cash collateral account (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer Administrative Agent (and, in the case of a securities account, in respect of which the LC Issuer Administrative Agent is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer Banks and the Administrative Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e2.03(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall, if instructed by the Required Banks in their sole discretion, liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer Administrative Agent shall, from time to time, at the request of the GuarantorCompany, deliver to the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has Commitments have terminated, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant Obligor, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor or Company and the Subsidiary Account Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections Section 2.01(d) ), Section 2.17 or Section 6.01, the LC Issuer Administrative Agent will establish a separate cash collateral account (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer Administrative Agent (and, in the case of a securities account, in respect of which the LC Issuer Administrative Agent is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors Account Parties under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor of the Company and the other Account Parties hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer Banks and the Administrative Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e2.03(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall, if instructed by the Required Banks in their sole discretion, liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer Administrative Agent shall, from time to time, at the request of the GuarantorCompany, deliver to the relevant ObligorCompany, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired or been terminated and the Commitment has Commitments have terminated, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant ObligorCompany and the other Account Parties, as applicable, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

Provision of Cover. In the event the Guarantor or the Subsidiary Account Parties Company shall have provided (or be required to provide) cash collateral for outstanding Letters of Credit pursuant to Sections Section 2.01(d), Section 2.17, Section 6.01 or clause (f) or 6.01hereof, the LC Issuer Administrative Agent will establish a separate cash collateral account (the “Collateral Account”), which may be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of the LC Issuer Administrative Agent (and, in the case of a securities account, in respect of which the LC Issuer Administrative Agent is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall be deposited from time to time such amounts paid to the LC Issuer Administrative Agent as cash collateral for the applicable LC Exposure. As collateral security for the prompt payment in full when due of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest thereon, and all other obligations of the Obligors Company under the Credit Documents whether or not then outstanding or due and payable (such obligations being herein collectively called the “Secured Obligations”), each Obligor the Company hereby pledges and grants to the LC IssuerAdministrative Agent, for the benefit of the LC Issuer Banks and the Administrative Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Secured Obligations until applied by the LC Issuer Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section 2.02(e2.03(e). Amounts on deposit in the Collateral Account shall be invested and reinvested by the LC Issuer Administrative Agent in such short-term investments as the LC Issuer Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name and be under the sole dominion and control of the LC Issuer Administrative Agent and shall be credited to the Collateral Account. At any time, and from time to time, while an Event of Default has occurred and is continuing, the LC Issuer may Administrative Agent shall, if instructed by the Required Banks in their sole discretion, liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then due have been paid in full but Letters of Credit remain outstanding, the LC Issuer Administrative Agent shall, from time to time, at the request of the GuarantorCompany, deliver to the relevant ObligorCompany, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit have expired with no pending drawings or been terminated and the Commitment has Commitments have terminated, the LC Issuer Administrative Agent shall promptly deliver to the GuarantorCompany, for account of the relevant ObligorCompany, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.