Common use of Cash Collateralization Clause in Contracts

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event of Default is continuing.

Cash Collateralization. If any Event of Default shall occur occurs and be is continuing, (a) in the case of an Event of Default described in Section 8.01(8) or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement(9), on the Business Day Day, or (b) in the case of any other Event of Default, on the third Business Day, in each case, following the date on which the Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph (11), the Borrower shall will deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, that upon the occurrence of any Event of Default with respect to the Borrower described in clause (hSection 8.01(8) or (i) of Section 8.019), the obligation to deposit such cash collateral shall will become effective immediately, and such deposit shall will become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant to this paragraph shall will be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall will have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments will be made at the option and sole discretion of (i) for so long as an Event of Default is continuing, the Administrative Agent and (ii) at any other time, the Borrower, in each case, in Cash Equivalents and at the risk and expense of the Borrower, such deposits shall will not bear interest. Interest or profits, if any, on such investments will accumulate in such account. Moneys in such account shall will be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall will be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C ExposureRequired Lenders), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall will be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C ExposureLenders) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest fees thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in paragraph (h) or (i) of Section 7.01. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b) and Section 2.22. Each such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C ExposureLenders), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing, or if the Revolving Borrower is required to Cash Collateralize the excess attributable to an L/C Exposure in connection with any prepayment pursuant to Section 2.09(b)(iv), or the Borrower is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving Cash Collateralize a Defaulting Lender’s L/C Exposure representing greater than 50% of pursuant to Section 2.19(a)(iv), then the total Revolving Borrower shall Cash Collateralize such L/C Exposure or the excess attributable to such L/C Exposure) demanding , as the deposit case may be, as of cash collateral such date. In addition, if the applicable Revolving Commitments are terminated or the applicable Revolving Loans become due and payable pursuant to this paragraphSection 7.01 or the applicable Revolving Loans are not paid in full on the Revolving Maturity Date or other Final Maturity Date applicable thereto, then the Borrower shall deposit deposit, in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the applicable Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure Exposure. (ii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in and Lien on each account (a “Collateral Account”) in which the Borrower has Cash Collateralized any obligation hereunder and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor (collectively, the “Cash Collateral”). The Borrower, and to the extent granted by any Defaulting Lender, such Defaulting Lender, agrees to maintain, or cause to be maintained, such security interest as an exclusive first priority and continuing perfected security interest. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the L/C Issuers as herein provided (other than Liens permitted by Section 6.02), or that the total amount of such date plus any accrued and unpaid interest thereon; provided thatCash Collateral is less than the minimum collateral amount required hereunder, the Borrower will, promptly upon demand by the occurrence of any Event of Default with respect Administrative Agent, pay or provide to the Borrower described Administrative Agent additional Cash Collateral in clause an amount sufficient to eliminate such deficiency (hafter giving effect to any Cash Collateral provided by the Defaulting Lender). (iii) or (i) of Section 8.01, the The Borrower’s obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit Cash Collateralize pursuant to this paragraph Section 2.23(j) shall be held absolute and unconditional, without regard to whether any beneficiary of any Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower or any Restricted Subsidiary may now or hereafter have against any such beneficiary, any L/C Issuer, the Administrative Agent as collateral Agent, the applicable Revolving Lenders or any other Person for any reason whatsoever. (iv) Each Collateral Account and all Cash Collateral shall secure the payment and performance of the obligations of Borrower’s and the Borrower Guarantors’ Obligations under this AgreementAgreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over each Collateral Account and the Cash Collateral. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in each Collateral Account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank L/C Issuer for L/C Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the applicable Revolving Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)accelerated, be applied to satisfy other obligations of the Borrower and the Guarantors under this AgreementAgreement or the other Loan Documents. If the Borrower is required to provide an amount of cash collateral Cash Collateralize hereunder pursuant to Section 2.19(a)(iv), then such Cash Collateral shall no longer be required to be held as a result Cash Collateral pursuant to this Section 2.23(j) following the elimination or reduction of the occurrence applicable L/C Exposure (including by the termination of an Event Defaulting Lender status of Defaultthe applicable Lender) such that there exists excess Cash Collateral; provided that, such amount (subject to Section 2.19 the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall be held to support future anticipated L/C Exposure or other obligations, and provided further that to the extent not applied as aforesaid) that such Cash Collateral was provided by the Borrower, such Cash Collateral shall be returned to the Borrower but shall remain subject to the security interest granted pursuant to the Loan Documents. If the Borrower is required to Cash Collateralize hereunder pursuant to the final sentence of Section 2.23(j)(i), then such Cash Collateral shall be returned to the Borrower within three (3) Business Days after no Event of Default is continuingthe L/C Exposure has been reduced to zero.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Pre-Funded L/C Lenders with Revolving Pre-Funded L/C Exposure representing greater than 50% of the total Revolving Pre-Funded L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, upon such demand, the Borrower shall deposit deposit, in an interest-bearing account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the LendersPre-Funded L/C Lenders (the “Pre-Funded L/C Collateral Account”), an amount in cash in Dollars equal to 103101.5% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving Pre-Funded L/C Exposure as of such date plus any accrued and unpaid interest thereondate; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (g) or (h) of Section 7.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations Secured Obligations in accordance with the provisions of the Borrower under this Agreementparagraph (j). The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Collateral Agent a security interest in the L/C Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Collateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank for L/C Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving Pre-Funded L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Pre-Funded L/C Lenders with Revolving Pre-Funded L/C Exposure representing greater than 50% of the total Revolving Pre-Funded L/C Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned promptly to the Borrower within but in no event later than three (3) Business Days after no such Event of Default is continuinghas been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement(i), on the Business Day or (ii) in the case of any other Event of Default, on the third Business Day, in each case, following the date on which the Borrower Company receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Company shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) Dollar Amount of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or L/C Disbursements in a Foreign Currency that the Company is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and L/C Disbursements and (ii) upon the occurrence of any Event of Default with respect to the Borrower Company described in clause (h) or (i) of Section 8.017.01, the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. For the purposes of this paragraph, the Foreign Currency L/C Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the Company. The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit pursuant to this paragraph or pursuant to Section 2.11(b) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, the Company, in each case, in Permitted Investments and at the risk and expense of the Company, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C Disbursements for which such the Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Company for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three (3) Business Days after all Events of Default have been cured or waived. If the Company is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Company as and to the extent that, after giving effect to such return, the Company would remain in compliance with Section 2.11(b) and no Event of Default is shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C ExposureLenders) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) Dollar amount of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 7.01. Each such The Borrower also shall deposit cash collateral for the benefit of the Issuing Bank(s) pursuant to this paragraph as and to the extent required by Section 2.20(a)(iii). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the Borrower’s risk and expense, such deposits shall not bear interest. Moneys Interest or profits, if any, on such investments shall accumulate in such account. Monies in such account shall be applied by the Administrative Agent to reimburse each the relevant Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of (or, if such cash collateral is required pursuant to Section 2.20(a)(iii), the total Revolving L/C ExposureIssuing Bank(s)), be applied to satisfy other obligations of the Borrower under this Agreementthe Loan Documents. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of DefaultDefault or pursuant to Section 2.20(a), such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default have been cured or waived or such collateral is continuingno longer required pursuant to 2.20(a), as applicable.

Cash Collateralization. If (x) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that any Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Revolving Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph or (y) cash collateral is required pursuant to Section 2.06(c) in connection with the issuance of an Extended Letter of Credit, the such Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with the Dollar Amount of the LC Exposure in respect to Alternate Currency Letters of such Extended Letter of Credit not cash collateralized (in the Alternate Currency, 115%) case of the Revolving L/C Exposure foregoing clause (y)) or in the aggregate (in the case of the foregoing clause (x)) as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or that (i) the portions of Section 8.01, such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that such Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to deposit such cash collateral shall (1) be required no later than five (5) Business Days prior to the Maturity Date in the case of an Extended Letter of Credit and (2) become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII. For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the applicable Borrower. Each such Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the relevant Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Revolving Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the such Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Borrower Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure Obligations representing greater than 50at least 66-2/3% of the total Revolving L/C ExposureObligations) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraphclause, the Borrower Company shall immediately deposit in into an account with or at established and maintained on the direction of the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Lenders, “Collateral Account”) an amount in cash in Dollars equal to 103(i) if the Commitments have been terminated, 105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving total L/C Exposure Obligations as of such date plus any accrued and unpaid interest thereon; thereon and (ii) if the Commitments have not been terminated, the Minimum Collateral Amount, provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company described in clause (f) of Section 8.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Company under this Agreement. In addition, and without limiting the foregoing or clause (d) of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said clause (d), the Company shall immediately deposit into the Collateral Account an amount in cash equal to 105% of such L/C Obligations as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse each Issuing Bank L/C Issuer for L/C Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Company for the Revolving L/C Exposure Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure Obligations representing greater than 5066-2/3% of the total Revolving L/C ExposureObligations), be applied to satisfy other obligations of the Borrower Company under this Agreement. If the Borrower Company is required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this AgreementBorrower shall, on the Business Day following the date on which the Borrower it receives notice from the Administrative Agent (or, if or the maturity Revolving Credit Lenders holding participations in outstanding Letters of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure Credit representing greater than 50% of the total Revolving L/C Exposure) demanding aggregate undrawn amount of all outstanding Letters of Credit of the deposit of cash collateral pursuant amount to this paragraphbe deposited, the Borrower shall deposit in an account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereonMinimum Collateral Amount; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall will become effective immediately, and such deposit shall will become immediately due and payablepayable in immediately available funds, without demand or other notice of any kind, upon the occurrence of an Event of Default described in paragraph (g) or (h) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Collateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse each the applicable Issuing Bank for L/C Disbursements for which such Issuing Bank it has not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Credit Lenders with Revolving L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total Revolving L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure Obligations representing greater than 50at least 66-2/3% of the total Revolving L/C ExposureObligations) demanding the deposit of cash collateral pursuant to this paragraphclause (o), the Borrower shall immediately deposit in into an account with or at established and maintained on the direction of the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Lenders, “Collateral Account”) an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure Minimum Collateral Amount as of such date plus any accrued and unpaid interest thereon; date, provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (g) of Section 8.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing or clause (d) of this Section 2.03, if any L/C Obligations remain outstanding after the expiration date specified in said clause (d), the Borrower shall immediately deposit into the Collateral Account an amount in cash equal to the Minimum Collateral Amount as of such date. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse each Issuing Bank the L/C Issuer for L/C Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure Obligations representing greater than 5066-2/3% of the total Revolving L/C ExposureObligations), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If (A) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the within one (1) Business Day following the date on which after the Borrower receives notice from the Administrative Agent or the Required Facility Lenders under the Revolving Facility (or, if the maturity of the Revolving Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph or (B) required by Section 2.06(c), the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103102% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (i) or (j) of Section 7.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral in the first instance for the satisfaction of the LC Exposure with respect to the Borrower under this Agreement and thereafter for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent after consultation with the Borrower and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Revolving Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement(i), on the Business Day or (ii) in the case of any other Event of Default, on the third Business Day, in each case, following the date on which the U.S. Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Tranche C-3 Lenders and Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or if the Borrower original Revolving Facility Maturity Date and Term Facility Maturity Date shall be changed to an earlier date pursuant to the proviso to the definition of the terms “Revolving Facility Maturity Date” and “Term Facility Maturity Date”, the Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in U.S. Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving aggregate L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, that (i) the portions of such amount attributable to undrawn Alternative Currency Letters of Credit or L/C Disbursements in an Alternative Currency that the Borrowers are not late in reimbursing shall be deposited in the applicable Alternative Currencies in the actual amounts of such undrawn Letters of Credit and L/C Disbursements and (ii) upon the occurrence of any Event of Default with respect to the any Borrower described in clause (h) or (i) of Section 8.017.01, the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. For the purposes of this paragraph, the Alternative Currency Revolving L/C Exposure shall be calculated using the Exchange Rates on the date notice demanding cash collateralization is delivered to a Borrower. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, the U.S. Borrower, in each case, in Permitted Investments and at the risk and expense of the Borrowers, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account with respect to Letters of Credit issued under any Tranche shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements made in respect of Letters of Credit issued under such Tranche for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C Exposure and Tranche C-3 L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Tranche C-3 Lenders and Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the a Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the such Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.17(i), the Borrower shall deposit in an account with or at (the direction of the Administrative Agent“LC Sub-Account”), in the name of the Administrative Collateral Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant , upon the occurrence of any Event of Default with respect to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Holdings or the Borrower under this Agreementdescribed in Section 8.01(f) or 8.01(g). The Administrative Agent shall have exclusive dominion and control, including Funds in the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account LC Sub-Account shall be applied by the Administrative Collateral Agent to reimburse each Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations Obligations of the Borrower under this Agreementin accordance with Article 9. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest with respect to such amounts (to the extent not applied as aforesaid) shall shall, in accordance with Article 9, be returned to the Borrower within three 10 Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. (i) If any Event of Default shall occur exists and be continuingthe Loans have been declared due and payable in accordance with Article 7 hereof, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, then on the Business Day following the date on which the Administrative Borrower receives notice from the Administrative Agent (or, if at the maturity direction of the Loans has been accelerated, Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash Cash collateral pursuant to this paragraphparagraph (j), the relevant Borrower shall deposit deposit, in an interest-bearing account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders and each Issuing Bank (the “LC Collateral Account”), an amount in cash in Dollars Cash equal to 103102% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon(minus the amount then on deposit in the LC Collateral Account); provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash Cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each , upon the occurrence of any Event of Default with respect to the Administrative Borrower described in Section 7.01(f) or (g). (ii) Any such deposit pursuant to this paragraph under clause (i) above shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Secured Obligations in accordance with the provisions of the Borrower under this Agreementparagraph (j). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account, and the Borrowers hereby grant the Administrative Agent, for the benefit of the Secured Parties, a First Priority security interest in the LC Collateral Account. Such deposits Interest or profits, if any, on such investments shall not bear interestaccumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), Lenders) be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the any Borrower is required to provide an amount of cash Cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned to the such Borrower within promptly but in no event later than three Business Days after no such Event of Default is continuinghas been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph (which notice shall be delivered no earlier than the earlier of the fifth Business Day of such Default continuing and the date of any acceleration of the Obligations with respect to such Default), the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Default with respect to the Borrower described in Section 7.6 or 7.7. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank the LC Issuer for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event of Default is continuingall Defaults have been cured or waived.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 5050.0% of the total aggregate LC Exposure of all Revolving L/C ExposureLenders) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Revolving Lenders, an amount in of cash in Dollars dollars equal to 103% (or, with respect the Dollar Equivalent of the portions of the LC Exposure attributable to Alternate Currency Letters of Credit not cash collateralized in the Alternate CurrencyCredit, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided thatthat the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 7. 01. The Borrower also shall deposit Cash Collateral pursuant to this paragraph as and to the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kindextent required by Section 2.11(b). Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent or any Issuing Bank, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 5050.0% of the total aggregate LC Exposure of all the Revolving L/C ExposureLenders), be applied to satisfy other obligations of the Borrower under this AgreementAgreement in accordance with the terms of the Loan Documents. If the Borrower is required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of an Event of DefaultDefault or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrower is required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Event of Default is shall have occurred and be continuing.

Cash Collateralization. If any Event Upon the earlier to occur of Default shall occur and be continuing, or if (i) the Revolving L/C Exposure is otherwise required Maturity Date; (ii) the date of the termination of the Commitments; (iii) the date that the Loans then outstanding are declared to be cash collateralized pursuant to due and payable in whole or in part; or (iv) the termination of this Agreement, then on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5051% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.5(j), the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations payment in full in cash of the Borrower under this AgreementObligations of the Borrower. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5051% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three 3 Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If (1) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, (2) as of the Letter of Credit Expiration Date, any LC Obligation for any reason remains outstanding (other than any LC Obligation that is (x) backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or (y) rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) or (3) there shall exist a Defaulting Lender, the Borrower shall deposit immediately (and in an account with or at the direction case of clause (3), upon the reasonable request of the Administrative Agent, solely to the extent of the LC Exposure of such Defaulting Lender, and solely to the extent such LC Exposure has not been reallocated to other Lenders pursuant to Section 2.19(b)(i) or cash collateralized pursuant to Section 2.19(b)(ii)) deposit on terms and in accounts satisfactory to the Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant , upon the occurrence and during the continuance of any Event of Default with respect to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreementdescribed in Section 8.01(g) or (h). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account Funds so deposited shall be applied by the Administrative Collateral Agent to reimburse each the applicable Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations Obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence existence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If (i) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which continuing and the Borrower receives notice from the Administrative Agent (oror the Majority Lenders demanding that the Borrower cash collateralize, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral or otherwise backstop in such amounts and pursuant to this paragraphsuch arrangements as are satisfactory to the Issuing Bank in its sole discretion, the outstanding LC Exposure, (ii) the Borrower is required to cash collateralize, or backstop in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion, the excess attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c), or (iii) the Borrower is required to cash collateralize, or otherwise backstop in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion, a Defaulting Lender’s LC Exposure pursuant to Section 4.03(c)(iii)(B), then the Borrower shall either (x) pledge and deposit in an account with or at the direction of the Administrative Agent, in the name of deliver to the Administrative Agent and (as a first priority, perfected security interest), for the benefit of the LendersIssuing Bank, at a location and pursuant to documentation in form and substance satisfactory to the Administrative Agent, an amount in cash in Dollars dollars equal to 103102% (orof such LC Exposure or excess attributable to such LC Exposure, with respect to Alternate Currency Letters of Credit not cash collateralized in as the Alternate Currencycase may be, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereonthereon or (y) or otherwise backstop such LC Exposure or excess attributable to such LC Exposure, as the case may be, in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral or otherwise backstop shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 10.01(h) or Section 10.01(i). Each The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank, an exclusive first priority and continuing perfected security interest in and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit amounts, or otherwise backstop in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion, pursuant to this paragraph Section 2.08(j), shall be absolute and unconditional, without regard to whether any beneficiary of any Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower or any Subsidiary may now or hereafter have against any such beneficiary, the Issuing Bank, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit (if applicable) shall be held by the Administrative Agent as collateral for securing the payment and performance of the Borrower’s and the Guarantors’ obligations of under this Agreement and the other Loan Documents. In addition, and without limiting the foregoing or Section 2.08(c), if any LC Exposure remain outstanding after the expiration date specified in Section 2.08(c), the Borrower under this Agreementshall either immediately (x) deposit into such account an amount in cash equal to 102% of such LC Exposure as of such date plus any accrued and unpaid interest thereon or (y) otherwise backstop in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account, except that the Administrative Agent shall not invest any funds maintained in such account without the Borrower’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)accelerated, be applied to satisfy other obligations of the Borrower and the Guarantors under this AgreementAgreement and the other Loan Documents. If the Borrower is required to provide an amount of cash collateral hereunder or otherwise backstop as a result of the occurrence of an Event of DefaultDefault or pursuant to Section 4.03(c)(iii)(B) as a result of a Defaulting Lender, and the Borrower is not otherwise required to cash collateralize or otherwise backstop the excess attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c), then such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived or the events giving rise to such cash collateralization or backstopping pursuant to Section 4.03(c)(iii)(B) have been satisfied or resolved.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than fifty (50% %) percent of the total Revolving L/C Total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative AgentLC Sub-Account, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% one hundred five (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115105%) percent of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided thatprovided, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to Borrower described in paragraph (g) or (h) of Section 8.01. Each such deposit pursuant to this paragraph shall be held by Funds in the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account LC Sub-Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than fifty (50% %) percent of the total Revolving L/C Total LC Exposure), be applied to satisfy other obligations Obligations of the Borrower under this Agreementin accordance with Article IX. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower within three five (5) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower that CCSC receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Tranche A Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower CCSC shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (i) of Section 7.01. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower CCSC under this AgreementAgreement and CCSC hereby grants the Administrative Agent a security interest in respect of each such deposit and the account in which such deposits are held. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at CCSC’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower CCSC for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Tranche A Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower CCSC is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower CCSC within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the U.S. Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving LC Facility Lenders with LC Facility LC Exposure representing greater than 50% of the total LC Facility LC Exposure and/or Revolving L/C Lenders with Revolving LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph or if a Borrower is required to cash collateralize Revolving Letters of Credit pursuant to Section 2.09(d), the each Borrower shall deposit in an account with one or more accounts which shall by established at such time by the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, an amount in cash in Dollars the currency in which the applicable LC Facility LC Exposure and/or Revolving LC Exposure, as applicable, is denominated equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of LC Facility LC Exposure and/or the Revolving L/C Exposure LC Exposure, as applicable, as of such date plus any accrued and unpaid interest fees thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 7.01(f) or (g) with respect to the Borrower for which such Letter of Credit was issued. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Borrowers under this AgreementAgreement with respect to such LC Facility LC Exposure and/or Revolving LC Exposure and shall be invested in short term cash equivalents selected by the Agent in its sole discretion (it being understood that the Agent shall in no event be liable for the selection of such cash equivalents or for investment losses with respect thereto, including losses incurred as a result of the liquidation of such cash equivalents prior to stated maturity). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank or the LC Facility Issuing Bank, as applicable, for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the LC Facility LC Exposure and/or Revolving L/C Exposure LC Exposure, as applicable, at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreementtime. If the any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the such Borrower promptly and in any event within three Business Days after no Event all Events of Default have been cured or waived. If any Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.05(c), such amount (to the extent not applied as aforesaid) shall be returned to such Borrower as and to the extent that, after giving effect to such return, such Borrower would remain in compliance with Section 2.05(c) and no Default shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuingcontinuing (i) in the case of an Event of Default described in Section 7.01(h) or (i)(i), (ii), (iii) or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, (iv) on the Business Day or (ii) in the case of any other Event of Default, on the third Business Day, following the date on which the Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, the Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, that upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.017.01, the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, the Borrower, in each case, in Permitted Investments and at the risk and expense of the Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If (i) any Event of Default shall occur and be continuing, continuing and the Administrative Agent or if the Revolving Required Lenders shall demand that the L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreementcollateralized, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent (or, if ii) the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving shall be accelerated pursuant to Article VIII or (iii) the Borrower shall be required to provide cash collateral for a portion of the L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.13(a), the Borrower shall deposit in an account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure (or, in the case of a deposit pursuant to clause (iii) above, the portion of the L/C Exposure required to be collateralized) as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to date. Such deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Collateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank it has not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Credit Lenders with Revolving L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% 50 percent of the total Revolving L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder (x) as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived and or (y) pursuant to Section 2.13(a), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after the elimination the excess of the aggregate L/C Exposure over the Total Revolving Credit Commitment.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit on terms and in an account with or at the direction of the Administrative accounts satisfactory to Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to Borrower described in Section 8.01(g) or (h). Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account Funds so deposited shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations Obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder under this Section 2.18(i) as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if continuing and the maturity of the Revolving L/C Exposure is otherwise required to Loans shall be cash collateralized pursuant to this Agreementaccelerated or the Commitments terminated as provided in Article VIII, on the Business Day following that the date on which the Borrower receives Borrowers receive notice from the Administrative Agent (or, if or the maturity of the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraph, the Borrower Borrowers shall deposit Cash Collateral in the Cash Collateral Account in an account with or at the direction amount equal to 105% of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, if any Letters of Credit remain outstanding and undrawn on the Maturity Date and a “backstop letter of credit” reasonably acceptable to the relevant Fronting Bank shall not have been provided as collateral for such Letters of Credit. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountCash Collateral Account. Such Cash Collateral, if any, shall, pending its application as provided below, be invested by the Administrative Agent, at the Borrowers’ risk and expense, in repurchase obligations with respect to United States of America Treasury securities or other high-quality overnight or short-term investments (which may include certificates of deposit of the Administrative Agent), and any interest earned through the investment of such deposits shall not bear interestbe for the Borrowers’ account and shall be added to the deposits held by the Administrative Agent under this Section and applied as provided herein. Moneys Monies in such account shall be applied by the Administrative Agent to reimburse each Issuing the applicable Fronting Bank for L/C Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility the Required Lenders with Revolving L/C Exposure representing greater than 50% of and the total Revolving L/C Exposure)applicable Fronting Bank, be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower is Borrowers are required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount Cash Collateral, together with any interest earned thereon (to the extent not applied as aforesaid) ), shall be returned to the Borrower Borrowers within three (3) Business Days after all Events of Default have been cured or waived. If the Borrowers Cash Collateralize (or post acceptable backstop letters of credit for) Letters of Credit with expiry dates subsequent to the Maturity Date in accordance with this subsection at a time when no Event of Default is continuingexists, the Lenders shall be discharged on the Maturity Date from their obligations with respect to such Letters of Credit to the same extent as if such Letters of Credit had been fully drawn and such drawings are fully reimbursed by the Borrowers on the Maturity Date.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Class Lenders under the Revolving Credit Facility (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph (j) of this Section 2.05, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in paragraph (i) or (j) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Obligations of the Borrower under this AgreementBorrower. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. (i) If any Event of Default shall occur exists and be continuingthe Loans have been declared due and payable in accordance with Article VII hereof, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, then on the Business Day following the date on which the Borrower receives notice from the Administrative Agent (or, if at the maturity direction of the Loans has been accelerated, Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C ExposureLenders) demanding the deposit of cash Cash collateral pursuant to this paragraphparagraph (i), the Borrower shall deposit (or shall cause to be deposited), in an interest-bearing account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars Cash equal to 103102% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon(minus the amount then on deposit in the LC Collateral Account); provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash Cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each , upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(f) or (g). (ii) Any such deposit pursuant to this paragraph under clause (i) above shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Secured Obligations in accordance with the provisions of the Borrower under this Agreementparagraph (i). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account, and the Borrower hereby grants the Administrative Agent, for the benefit of the Secured Parties, a first priority security interest in the LC Collateral Account. Such deposits Interest or profits, if any, on such investments shall not bear interestaccumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), Lenders) be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash Cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned to the Borrower within promptly (but in no event later than three Business Days Days) after no such Event of Default is continuinghas been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Revolving Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Revolving Borrower and as applicable the Company or a Subsidiary (with respect to any Letters of Credit issued for its account only, jointly and severally with the Revolving Borrower) shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Revolving Borrower or as applicable the Company or a Subsidiary with respect to any Letters of Credit issued for its account described in clause (h) or (i) of Section 7.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Revolving Borrower and as applicable the Company or a Subsidiary under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Revolving Borrower’s and as applicable the Company’s or a Subsidiary’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Revolving Borrower and as applicable the Company or a Subsidiary for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Revolving Borrower under this Agreement. If the Revolving Borrower and as applicable the Company or a Subsidiary is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Revolving Borrower or as applicable the Company or a Subsidiary within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Applicable Administrative Borrower receives notice from the Administrative Funding Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Applicable Administrative Borrowers shall deposit on terms and in an account with or at accounts satisfactory to the direction of the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the applicable Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Applicable Administrative Borrower described in Section 8.01(g) or Section 8.01(h). Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account Funds so deposited shall be applied by the Administrative Collateral Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations Obligations pursuant to Section 8.03 herein of the Borrower Borrowers under this Agreement. If the Applicable Administrative Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Applicable Administrative Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) Lender demanding the deposit of cash collateral Cash Collateral pursuant to this paragraphclause (n), the Borrower shall immediately deposit in into an account with or at established and maintained on the direction books and records of the Administrative Agent, in Lender (the name of the Administrative Agent and for the benefit of the Lenders, “Collateral Account”) an amount in cash in Dollars equal to 103% one-hundred and three percent (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115103.0%) of the Revolving L/C Exposure Obligations as of such date date, plus any accrued and unpaid interest thereon; provided , provided, that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to deposit such cash collateral Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (e) of Section 8.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent Lender as collateral for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing or clause (d) above, if any L/C Obligations remain outstanding after the expiration date specified in said clause (d), the Borrower shall immediately deposit into the Collateral Account an amount in cash equal to one-hundred and three percent (103.0%) of such L/C Obligations as of such date, plus any accrued and unpaid interest thereon. (ii) The Administrative Agent Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Lender and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent Lender to reimburse each Issuing Bank the Lender for L/C Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related reasonable and documented fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)accelerated, be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the US Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, or the Revolving Facility Credit Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C Exposure) LC Exposure demanding the deposit of cash collateral pursuant to this paragraph), the US Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereonthereon minus the amount on deposit in such account that has not been applied against the Obligations of the US Borrower hereunder; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the US Borrower described in clause (h) or (i) of Section 7.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and discretion of the Administrative Agent (but, if so made, shall be limited to overnight bank loans or other dollar-denominated investments generally comparable to those described in clauses (a) through (f) of Permitted Investments) and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Lender for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Credit Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the US Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Defaulthereunder, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 5050.0% of the total aggregate LC Exposure of all Revolving L/C ExposureLenders) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount in of cash in Dollars dollars equal to 103% (or, with respect the portions of the LC Exposure attributable to Alternate Currency Letters of Credit not cash collateralized in the Alternate CurrencyCredit, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided thatthat the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 7.01. The Borrower also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 8.01, the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind2.11(b). Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 5050.0% of the total aggregate LC Exposure of all the Revolving L/C ExposureLenders), be applied to satisfy other obligations of the Borrower under this AgreementAgreement in accordance with the terms of the Loan Documents. If the Borrower is required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of an Event of DefaultDefault or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrower is required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Event of Default is shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following day that the date on which the Borrower Company receives notice from the Administrative Agent or the Requisite Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% a Majority in Interest of the total Revolving L/C ExposureLenders) demanding the deposit of cash collateral pursuant to this paragraphSection 2.3(h), the Borrower Company shall deposit in an account with or at the direction of the Administrative Agent, a Deposit Account in the name of the Administrative Agent and Agent, for the benefit of the Issuing Banks and the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters the Letter of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure Usage as of such date day plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand presentment, demand, protest or other notice requirement of any kind, upon the occurrence of any Event of Default specified in Section 7.1(g). The Company also shall deposit cash collateral in accordance with this Section 2.3(h) as and to the extent required by Section 2.13(e) or 2.21. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Company’s risk and expense, such deposits shall not bear interest. Moneys Interest or profits, if any, on such investments shall accumulate in such account. Funds in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C Disbursements honored drawings under Letters of Credit for which such Issuing Bank has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C Exposure Letter of Credit Usage at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposureeach Issuing Bank), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after all Events of Default have been cured or waived and the Administrative Agent shall have received a certificate from a Responsible Officer of the Company to that effect. If the Company is required to provide an amount of cash collateral hereunder pursuant to Section 2.13(e), such amount (to the extent not applied as aforesaid) shall be returned to the Company as and to the extent that, after giving effect to such return, the Total Utilization of Revolving Commitments would not exceed the Total Revolving Commitments and no Default or Event of Default is shall have occurred and be continuing.

Cash Collateralization. If (i) Notwithstanding any provisions of the Security Agreement relating to the Cash Collateralization of LC Exposure, if any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that any Borrower receives notice from the Administrative Agent (or, if or the maturity Majority Lenders demanding the Cash Collateralization of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the such Borrower shall deposit in an account with or at the direction Cash Collateralize 105% of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereonLC Exposure; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each , upon the occurrence of any Event of Default with respect to such deposit pursuant to this Borrower described in paragraph shall be held by the Administrative Agent as collateral for the payment and performance (f) of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this AgreementARTICLE 7. If the any Borrower is required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the such Borrower within three Business Days after no all Events of Default have been cured or waived. (ii) At any time that there shall exist a Defaulting Lender, within five Business Days following the written request of the Administrative Agent or an Issuing Bank, the Borrowers shall Cash Collateralize 105% of the Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.18(a)(iii) and any Cash Collateral provided by the Defaulting Lender). (iii) Each Borrower, and to the extent provided by a Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, as applicable, a first priority security interest in all cash, deposit accounts and all balances therein and in all other property so provided as collateral pursuant to this Agreement, and in all proceeds of the foregoing, all as security for the obligations for which Cash Collateral is provided, to be applied as set forth herein. (iv) If at any time the Collateral Agent determines that Cash Collateral provided pursuant to this Agreement is subject to any right or claim of any Person other than the Collateral Agent as herein provided, or that the total amount of such Cash Collateral is less than 105% of the applicable Fronting Exposure and other LC Exposure secured thereby, the Borrowers will, promptly (but in any event within 5 Business Days) upon demand by the Collateral Agent, pay or provide to the Collateral Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (v) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Agreement in respect of Letters of Credit shall be held and applied to the satisfaction of the specific LC Exposure (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (vi) Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or payment in full of all other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.04(f))) or (ii) the Collateral Agent’s good faith determination that there exists excess Cash Collateral; provided, however, that the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure and other obligations and shall remain subject to the security interest granted pursuant to the Loan Documents; and provided further that Cash Collateral furnished by or on behalf of a Borrower shall not be released during the continuance of an Event of Default is continuing(and following application as provided in this clause (j) may be subject to the terms of Section 2.16(b)).

Cash Collateralization. If any Event of Default shall occur and be continuingcontinuing or the Trust Termination Date shall occur, the Trustee or if El Paso, as the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreementcase may be, shall, on the Business Day following the date on which the Borrower it receives notice from the Administrative Agent (or, if or the maturity Required Lenders thereof and of the Loans has been acceleratedamount to be deposited, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving Trustee L/C Exposure or the El Paso L/C Exposure, as the case may be, as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to date. Such deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Collateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be transferred to the Administrative Agent and be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C Disbursements for which such Issuing Bank it has not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the Borrower Trustee or El Paso, as the case may be, for the Revolving Trustee L/C Exposure or the El Paso L/C Exposure, as the case may be, at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject accelerated, be transferred to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), Administrative Agent and be applied to satisfy other obligations the Obligations (of both the Borrower under this AgreementTrustee and El Paso). If the Borrower Trustee or El Paso, as the case may be, is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, (x) such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Trustee or El Paso, as the case may be, within three Business Days after no Event all Events of Default is continuinghave been cured or waived and (y) at any time that the amount of such cash collateral exceeds the Trustee L/C Exposure or El Paso L/C Exposure, as the case may be, the amount of such excess shall be promptly returned to the Trustee or El Paso, as the case may be.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50103% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersLenders (the “Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01 (h) or (i). Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remain outstanding after the expiration date specified in paragraph (c), the Borrower shall immediately deposit into the Collateral Account an amount in cash equal to 103% of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50103% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If (x) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Administrative Borrower receives notice from the Administrative Agent (orAgent, if the maturity of Co-Collateral Agents or the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.17(i) or (y) if any other event occurs or condition exists requiring the Borrowers to Cash Collateralize Letters of Credit, the Borrower Borrowers, jointly and severally, shall deposit in an account with or at the direction of the Administrative AgentLC Sub-Account, in the name of the Administrative Agent and for the benefit of the LendersSecured Parties, an amount in cash in Dollars equal to one hundred and three (103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) percent of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided provided, that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant , upon the occurrence of any Event of Default with respect to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance any of the obligations Borrowers described in clause (g) or (h) of Section 8.01. Funds in the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account LC Sub-Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)accelerated, be applied to satisfy other obligations Secured Obligations of the Borrower under this AgreementBorrowers in accordance with Article IX. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest with respect to such amounts (to the extent not applied as aforesaid) shall shall, in accordance with Article IX, be returned to the Administrative Borrower within three 10 Business Days after no Event all Events of Default is continuinghave been cured or waived. To secure the LC Exposure and the other Obligations, the Loan Parties hereby grant a security interest to the Agent in any cash collateral deposited with the Agent, including the LC Sub-Account.

Cash Collateralization. If any either (i) an Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which continuing and the Borrower receives notice from the Administrative Agent (or, if or the maturity of the Loans has been accelerated, Revolving Facility Credit Lenders with having Revolving L/C Exposure Credit Exposures and/or unused Revolving Credit Commitments representing greater more than 50% of the total Revolving L/C Credit Exposures and/or unused Revolving Credit Commitments at such time (or, if the Revolving Credit Commitments have terminated, Revolving Credit Lenders representing more than 50% of the total LC Exposure)) demanding the deposit of cash collateral pursuant to this paragraphparagraph or (ii) the Borrower shall be required to provide cover for LC Exposure pursuant to Section 2.11(c), the Borrower shall immediately deposit in into an account with or at established and maintained on the direction books and records of the Administrative Agent, which account may be a “securities account” (within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York), in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized x) in the Alternate Currencycase of an Event of Default, 115%) the sum of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon thereon plus 5% of the occurrence LC Exposure as of any Event of Default such date with respect to Letters of Credit denominated in any Foreign Currency (or, in the Borrower described case of any amounts denominated in clause Foreign Currencies, the Dollar Equivalent thereof, as determined by the Administrative Agent) and (hy) or (i) in the case of cover pursuant to Section 8.012.11(c), the amount required under Section 2.11(c); provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower LC Exposure under this Agreement. The Administrative Agent shall have exclusive dominion , and control, including for this purpose the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account shall be applied by Borrower hereby grants a security interest to the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction benefit of the reimbursement obligations of Revolving Credit Lenders in such collateral account and in any financial assets (as defined in the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy Uniform Commercial Code) or other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event of Default is continuingproperty held therein.

Cash Collateralization. (i) If any Event of Default shall occur exists and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this AgreementLoans have been declared due and payable in accordance with Article 7 hereof, then on the Business Day following that the date on which the applicable Borrower receives notice from the Administrative Agent (or, if at the maturity direction of the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash Cash collateral pursuant to this paragraphparagraph (j), the upon such demand, such Borrower shall deposit deposit, in an interest-bearing account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (each, an “LC Collateral Account”), an amount in cash in Dollars Cash equal to 103% of the LC Exposure (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) currency of the Revolving L/C Exposure LC Exposure) as of such date plus any accrued and unpaid interest thereon(minus the amount then on deposit in the LC Collateral Account); provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash Cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each , upon the occurrence of any Event of Default with respect to the applicable Borrower described in Section 7.01(f) or (g). (ii) Any such deposit pursuant to this paragraph under clause (i) above shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Secured Obligations in accordance with the provisions of the Borrower under this Agreementparagraph (j). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account, and each applicable Borrower hereby grants the Administrative Agent, for the benefit of the Secured Parties, a First Priority security interest in its LC Collateral Account. Such deposits Interest or profits, if any, on such investments shall not bear interestaccumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), Lenders) be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the applicable Borrower is required to provide an amount of cash Cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned to the such Borrower within promptly but in no event later than three Business Days after no such Event of Default is continuinghas been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement(i), on the Business Day or (ii) in the case of any other Event of Default, on the fifth Business Day following the date on which the Borrower Company receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders and/or CL Lenders with Revolving L/C Exposure and/or CL Percentages representing greater than 50% of the total Revolving L/C Exposure) Exposure and/or total CL Percentages), as the case may be, demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall Company and, to the extent relating to CL Exposure, CALLC (on a joint and several basis with the Company) agree to deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Facility Lenders and/or the CL Lenders, an amount in Dollars in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure and/or CL Exposure as of such date plus any accrued and unpaid interest thereon; provided thatthat the portion of such amount attributable to undrawn Euro Letters of Credit or L/C Disbursements in Euros shall be deposited with the Administrative Agent in Euros in the actual amounts of such undrawn Letters of Credit and L/C Disbursements; provided, upon further that the occurrence portion of such amount attributable to undrawn Alternative Currency Letters of Credit or L/C Disbursements in any Event Alternative Currency shall be deposited with the Administrative Agent in the applicable Alternative Currency in the actual amounts of Default with respect to the Borrower described in clause (h) or (i) such undrawn Letters of Section 8.01, the Credit and L/C Disbursements. The obligation to deposit such cash collateral shall become effective immediatelyimmediately on the Business Day specified above, and such deposit shall become immediately due and payablepayable in Dollars, Euros or an Alternative Currency, as applicable, without demand or other notice of any kind. The applicable Applicant Party also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b) or Section 2.05(q). Each such deposit pursuant to this paragraph or pursuant to Section 2.11(b) or Section 2.05(q) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Borrowers under this AgreementSection 2.05. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, the Company, in each case, in Permitted Investments and at the risk and expense of the Company, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C Exposure and CL Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders and/or CL Lenders with Revolving L/C Exposure and/or CL Percentages representing greater than 50% of the total Revolving L/C ExposureExposure and/or total CL Percentages), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower an Applicant Party is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower such Applicant Party within three Business Days after all Events of Default have been cured or waived. If a Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b) or Section 2.05(q), such amount (to the extent not applied as aforesaid) shall be returned to such Borrower as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) or Section 2.05(q) and no Event of Default is shall have occurred and be continuing.

Cash Collateralization. If (i) Upon the Revolving Credit Maturity Date, (ii) if any Event of Default shall occur and be continuingcontinuing and the Loans have been accelerated pursuant to Section 7.02 or Section 7.03, or (iii) if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this AgreementSection 2.05(e)(ii) or Section 7.05, then on the Business Day following the date on which the that Borrower receives notice from the Administrative Agent or the Requisite Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, Collateral Account an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 7.01(i) (other than clause (i) thereof). Each such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementAgreement with respect to Letters of Credit and Borrower hereby grants the Collateral Agent a security interest in respect of each such deposit and the Collateral Account in which such deposits are held. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made in cash and Cash Equivalents by the Collateral Agent at Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys deposited in such account the Collateral Account pursuant to this Section 2.06(j) shall be applied by the Administrative Collateral Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations relating to Letters of the Credit so cash collateralized of Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations in accordance with the terms of the this Agreement of Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount together with interest income (if any) (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Defaults or Events of Default is continuinghave been cured or waived.

Cash Collateralization. Subject to the provision of the following sentence, the Borrower shall, on or before the Maturity Date, deposit in an account with the Agent in the name of the Agent and for the benefit of the Lenders, an amount in cash equal to 105% of the sum of (i) the aggregate undrawn stated amount of any Standby Letter of Credit having an expiration date later than the Maturity Date plus (ii) all amounts theretofore drawn under any such Standby Letter of Credit and not then reimbursed plus (iii) any accrued and unpaid interest thereon. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5066-2/3% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenderssuch cash collateral account, an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 7.01. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Borrower's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 5066-2/3% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default have been cured or waived. It is continuingexpressly agreed that amounts deposited into such account in respect of a Standby Letter of Credit shall remain on deposit after the termination of this Agreement so long as such Letter of Credit remains outstanding, and to the extent that such funds have not been applied to the Obligations, shall be returned to the Borrower following the expiration of such Letter of Credit or the return thereof, in each case without the same having been drawn.

Cash Collateralization. If any Event of Default shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement(i), on the Business Day or (ii) in the case of any other Event of Default, on the third Business Day, in each case, following the date on which the U.S. Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Tranche C-3 Lenders and Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or if the Borrower original applicable Revolving Facility Maturity Date and applicable Term Facility Maturity Date shall be changed to an earlier date pursuant to the proviso to the definition of the terms “Revolving Facility Maturity Date” and “Term Facility Maturity Date”, the Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in U.S. Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving aggregate L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, that (i) the portions of such amount attributable to undrawn Alternative Currency Letters of Credit or L/C Disbursements in an Alternative Currency that the Borrowers are not late in reimbursing shall be deposited in the applicable Alternative Currencies in the actual amounts of such undrawn Letters of Credit and L/C Disbursements and (ii) upon the occurrence of any Event of Default with respect to the any Borrower described in clause (h) or (i) of Section 8.017.01, the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. For the purposes of this paragraph, the Alternative Currency Revolving L/C Exposure shall be calculated using the Exchange Rates on the date notice demanding cash collateralization is delivered to a Borrower. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, the U.S. Borrower, in each case, in Permitted Investments and at the risk and expense of the Borrowers, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account with respect to Letters of Credit issued under any Tranche shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements made in respect of Letters of Credit issued under such Tranche for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C Exposure and Tranche C-3 L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Tranche C-3 Lenders and Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the a Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the such Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement(i), on the Business Day or (ii) in the case of any other Event of Default, on the fifth Business Day following the date on which the Borrower Company receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders and/or CL Lenders with Revolving L/C Exposure and/or CL Percentages representing greater than 50% of the total Revolving L/C Exposure) Exposure and/or total CL Percentages), as the case may be, demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall Company and, to the extent relating to CL Exposure, CAC (on a joint and several basis with the Company) agree to deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Facility Lenders and/or the CL Lenders, an amount in Dollars in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure and/or CL Exposure as of such date plus any accrued and unpaid interest thereon; provided thatthat the portion of such amount attributable to undrawn Euro Letters of Credit or L/C Disbursements in Euros shall be deposited with the Administrative Agent in Euros in the actual amounts of such undrawn Letters of Credit and L/C Disbursements; provided, upon further that the occurrence portion of such amount attributable to undrawn Alternative Currency Letters of Credit or L/C Disbursements in any Event Alternative Currency shall be deposited with the Administrative Agent in the applicable Alternative Currency in the actual amounts of Default with respect to the Borrower described in clause (h) or (i) such undrawn Letters of Section 8.01, the Credit and L/C Disbursements. The obligation to deposit such cash collateral shall become effective immediatelyimmediately on the Business Day specified above, and such deposit shall become immediately due and payablepayable in Dollars, Euros or an Alternative Currency, as applicable, without demand or other notice of any kind. The applicable Applicant Party also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit pursuant to this paragraph or pursuant to Section 2.11(b) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Borrowers under this AgreementSection 2.05. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, the Company, in each case, in Permitted Investments and at the risk and expense of the Company, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C Exposure and CL Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders and/or CL Lenders with Revolving L/C Exposure and/or CL Percentages representing greater than 50% of the total Revolving L/C ExposureExposure and/or total CL Percentages), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower an Applicant Party is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower such Applicant Party within three Business Days after all Events of Default have been cured or waived. If a Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to such Borrower as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default is shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Multicurrency Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative AgentLC Sub-Account, in the name of the Administrative Collateral Agent and for the benefit of the Multicurrency Revolving Lenders, an amount in cash in Dollars equal to the sum of (a) 103% of the LC Exposure (or, determined only with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%clause (a) of the Revolving L/C definition thereof) and (b) 100% of the LC Exposure (determined only with respect to clause (b) of the definition thereof), in each case, as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to Borrower described in paragraph (g) or (h) of Section 8.01. Each such deposit pursuant to this paragraph shall be held by Funds in the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account LC Sub-Account shall be applied by the Administrative Collateral Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Multicurrency Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations in accordance with Section 8.03. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower within three five Business Days after all Events of Default have been cured or waived. If Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b)(iii) or Section 2.10(b)(iv), such amount (to the extent not applied as aforesaid) shall be returned to Borrower as and to the extent that, after giving effect to such return, Borrower would remain in compliance with Section 2.10(b)(iii) or Section 2.10(b)(iv) and no Event of Default is continuingshall have occurred and be continuing or would result therefrom.

Cash Collateralization. If any either (i) an Event of Default shall occur have occurred and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which continuing and the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, (ii) the Aggregate Credit Exposure exceeds the aggregate Revolving Loan Commitments, (iii) the Revolving Credit Maturity Date occurs and there are Letters of Credit outstanding, or (iv) any of the other provisions of this Agreement require cash collateralization, the Borrower shall deposit in within one Business Day after notice from the Administrative Agent of the requirement thereof into an account with or at established and maintained on the direction books and records of the Administrative Agent, which account may be a “securities account” (as defined in the Securities Transfer Act (Ontario) or comparable legislation in any other province of Canada, as applicable), in the name of the Administrative Agent and for the benefit of the LendersLenders (the “LC Collateral Account”), an amount in cash immediately available funds in Canadian Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral amount shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in paragraphs (e) or (f) of Section 6.1. Each such deposit pursuant to this paragraph Such deposits shall be held by the Administrative Agent as collateral for the LC Exposure under this Agreement and for the payment and performance of the obligations of Obligations, and for this purpose the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account, the LC Collateral Account shall be subject to a Deposit Account Control Agreement and the Borrower hereby grants a security interest to the Administrative Agent for the benefit of the Lenders in the LC Collateral Account and in any “financial assets” (as defined in the Securities Transfer Act (Ontario) or comparable legislation in any other province of Canada, as applicable) or other property held therein. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys and financial assets in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of The Administrative Agent shall cause all such cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall to be returned to the Borrower within three (3) Business Days after no (A) in the case of clause (i) above, the applicable Event of Default shall have been cured or waived (so long as no other Event of Default has occurred and is continuingcontinuing at such time), (B) in the case of clause (ii) above, the Aggregate Credit Exposure ceases to exceed the aggregate Revolving Loan Commitments for five (5) consecutive Business Days, (C) in the case of clause (iii) above, the applicable Letters of Credit expire and/or are returned and cancelled, undrawn, or (D) in the case of clause (iv) above, such cash collateral shall no longer be required pursuant to the applicable provision hereof.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Credit Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at (the direction of “L/C Sub-Account”) established by the Administrative Agent, Agent and maintained in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders, an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided thatprovided, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant , upon the occurrence of any Event of Default with respect to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreementdescribed in paragraph (g) or (h) of Article VII. The Administrative Agent shall have exclusive dominion and control, including Funds in the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account L/C Sub-Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held as collateral security for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Credit Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations Obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If (x) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent acting at the direction of the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or (y) the Borrower requests the issuance of an Extended Letter of Credit, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% of the Dollar Amount of the LC Exposure in respect of such Extended Letter of Credit (or, with respect to Alternate Currency in the case of the foregoing clause (y)) or in the aggregate for all outstanding Letters of Credit not cash collateralized (in the Alternate Currency, 115%) case of the Revolving L/C Exposure foregoing clause (x) as of such date plus any accrued and unpaid interest thereon); provided thatthat (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to deposit such cash collateral shall (1) in the case of an Extended Letter of Credit, be required by no later than the date of issuance, renewal or extension of such Extended Letter of Credit and (2) upon the occurrence of any Event of Default with respect to the Borrower described in clause (hSection 7.01(h) or (i) of Section 8.017.01(i), the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such For the purposes of this paragraph, the Dollar Amount of the Foreign Currency LC Exposure shall be calculated on the date notice demanding cash collateralization is delivered to the Borrower or on the date the Borrower requests an Extended Letter of Credit, as applicable. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Credit Lenders with Revolving L/C Exposure Obligations representing greater than 50at least 66-2/3% of the total Revolving L/C ExposureObligations) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraphclause (j), the Borrower shall promptly (and in any event within one (1) Business Day of such notice) deposit in an into a non-interest bearing deposit account with or at established and maintained on the direction of the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the Lenders, “Collateral Account”) an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving total L/C Exposure Obligations as of such date plus any accrued and unpaid interest thereon; , provided thatthat the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall be immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (if) of Section 8.01, the obligation to . Such deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent in cash as collateral for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing or Section 2.03(a)(ii) or Section 2.03(b)(v), if any L/C Obligations remain outstanding after the expiration date specified in Section 2.03(a)(ii), the Borrower shall immediately deposit into the Collateral Account an amount in cash equal to 105% of such L/C Obligations as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interestthe Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse each Issuing Bank L/C Issuer for L/C Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Credit Lenders with Revolving L/C Exposure Obligations representing greater than 5066-2/3% of the total Revolving L/C ExposureObligations), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If the expiration date of any Event Facility Letter of Default shall occur and be continuingCredit is (i) later than the Facility Termination Date for the Extending Lenders, (ii) in the case of a Facility LC issued by a Declining Lender or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreementa Non-Extending Lender, on the Business Day following the later than its Declining Lender’s Termination Date, such date on which the Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral such Declining Lender is replaced pursuant to this paragraphSection 2.20, or its Facility Termination Date, as applicable, (iii) in the case of a Facility LC issued by a Defaulting Lender, which Defaulting Lender is replaced pursuant to Section 2.20 or (iv) in the case of a Facility LC otherwise issued by an Affected Lender that is replaced pursuant to Section 2.20, later than the date of such replacement, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, (x) in the name case of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01above, either, (A) Cash Collateralize such Facility LC not less than thirty (30) days prior to the obligation Facility Termination Date for the Extending Lenders or (B) if acceptable to deposit such cash the applicable LC Issuer in its sole discretion, provide collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice alternatives acceptable to such LC Issuer in its sole discretion (in the case of any kind. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance clause (B), “Non-Cash Collateralized Letters of Credit”) (provided that the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account shall be applied by the Administrative Agent Lenders to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, make payments to the extent not so applied, shall be held Designated Agent for the satisfaction account of an LC Issuer under Section 2.19(e) in respect of Non-Cash Collateralized Letters of Credit and the reimbursement obligations obligation of the Borrower to pay the LC Fees and other fees required under Section 2.19(d) hereof in respect of Non-Cash Collateralized Letters of Credit shall in each case terminate on the Facility Termination Date for the Revolving L/C Exposure at Extending Lenders and the Non-Cash Collateralized Letters of Credit shall cease to be Facility LCs hereunder) or (y) in the case of clause (ii) above, Cash Collateralize such time Facility LC no later than the date of replacement of such Declining Lender or, if not so replaced, Cash Collateralize such Facility LC no later than thirty (30) days prior to such Declining Lender’s Termination Date or (z) in the maturity case of clause (iii) or (iv) above, Cash Collateralize such Facility LC no later than the date of replacement of a Defaulting Lender or Affected Lender pursuant to Section 2.20. In addition, the Borrower shall Cash Collateralize Facility LCs when required by and in accordance with Section 2.2, Section 2.22 and Section 8.1. The Borrower also shall be required to comply with the foregoing in advance of the Loans has been accelerated (but subject to Facility Termination Date for Non-Extending Lenders if the consent face amount of Revolving outstanding Facility Lenders with Revolving L/C Exposure representing greater than 50% LCs and the principal amount of the total Revolving L/C Exposure), be applied to satisfy other obligations of Obligations then outstanding exceed the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder Aggregate Commitment as a result of the occurrence of an Event of Default, reduced on such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event of Default is continuingdate.

Cash Collateralization. If any Significant Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Parent Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 5050.0% of the total aggregate LC Exposure of all Revolving L/C ExposureLenders) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Revolving Lenders, an amount in of cash in Dollars dollars equal to 103% (or, with respect the Applicable Cash Collateralization Percentage of the Dollar Equivalent of the portions of the LC Exposure attributable to Alternate Currency Letters of Credit not cash collateralized in the Alternate CurrencyCredit, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrowers described in clause (h) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover the Applicable Cash Collateralization Percentage of such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). In addition, and without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remain outstanding after the expiration date specified in said paragraph (c), the Borrowers shall immediately deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover the Applicable Cash Collateralization Percentage of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed reimbursed, together with related fees, costs and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 5050.0% of the total aggregate LC Exposure of all the Revolving L/C ExposureLenders), be applied to satisfy other obligations of the Borrower Borrowers under this AgreementAgreement in accordance with the terms of the Loan Documents. If the Borrower is Borrowers are required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of an Event of DefaultDefault or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three (3) Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default is shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower that CCSC receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Tranche A Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower CCSC shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash -------- collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (i) of Section 7.01. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower CCSC under this AgreementAgreement and CCSC hereby grants the Administrative Agent a security interest in respect of each such deposit and the account in which such deposits are held. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at CCSC's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower CCSC for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Tranche A Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower CCSC is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower CCSC within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If (A) On or prior to the Revolving Commitment Termination Date, the Borrower shall deposit into an account (the “LC Collateral Account”) established by the Administrative Agent an amount in cash equal to the LC Exposure with respect to the Borrower as of such date plus any accrued and unpaid interest thereon (the “Revolving Commitment Termination LC Exposure Deposit”). In addition: (i) if an Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which continuing and the Borrower receives notice from the Administrative Agent Agent, an Issuing Lender or the Required Lenders (or, if the maturity of the Revolving Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraph, paragraph the Borrower shall immediately deposit in an account with or at into the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, LC Collateral Account an amount in cash in Dollars equal to 103% (or, the LC Exposure with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure Borrower as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower or any Consolidated Entities described in Section 9.7; and (ii) if at any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing Lenders’ LC Exposure with respect to such Defaulting Lender (only to the extent necessary as determined after giving effect to Section 1.12(1)(D)) in an amount in cash equal to the LC Exposure with respect to such Defaulting Lender as of such date plus any accrued and unpaid interest thereon. Each such deposit pursuant to this paragraph Such deposits shall be held by the Administrative Agent Agent, for the benefit of the Revolving Lenders, the Issuing Lenders and the Agents, in the LC Collateral Account as collateral in the first instance for the LC Exposure with respect to the Borrower under this Agreement and thereafter for the payment and performance of the other Obligations of the Borrower owing to the Revolving Lenders, the Issuing Lenders and the Agents. (B) The LC Collateral Account shall be maintained in the name of the Administrative Agent (on behalf of the Lenders, the Issuing Lenders and the Agents) and under its sole dominion and control at such place as shall be designated by the Administrative Agent. Interest shall accrue on the LC Collateral Account at a rate equal to the Federal Funds Rate minus .15%. (C) The Borrower hereby pledges, assigns and grants to the Administrative Agent, as administrative agent for its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the following collateral (the “Letter of Credit Collateral”): (i) the LC Collateral Account, all cash deposited therein and all certificates and instruments, if any, from time to time representing or evidencing the LC Collateral Account; (ii) all notes, certificates of deposit and other cash-equivalent instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then existing Letter of Credit Collateral; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (iv) to the extent not covered by the above clauses, all proceeds of any or all of the foregoing Letter of Credit Collateral. The lien and security interest granted hereby secures the payment of all obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (D) Neither the Borrower nor any Person claiming or acting on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the LC Collateral Account, except as provided in Section 1.4(11)(G). (E) The Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 1.4(11). (F) At any time an Event of Default shall be continuing: (i) the Administrative Agent may, in its sole discretion, without notice to the Borrower except as required by law and at any time from time to time, charge, set off or otherwise apply all or any part of the LC Collateral Account to first, the aggregate amount of LC Disbursements that have not been reimbursed by the Borrower and second, any other unpaid Obligations then due and payable, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Agreement. Section 1.4(11) are in addition to any rights and remedies which any Lender may have. (ii) The Administrative Agent shall have exclusive dominion and controlmay also exercise, including in its sole discretion, in respect of the exclusive right of withdrawalLC Collateral Account, over such account. Such deposits shall not bear interest. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, addition to the extent not so appliedother rights and remedies provided herein or otherwise available to it, shall be held for all the satisfaction rights and remedies of a secured party upon default under the reimbursement obligations UCC in effect in the State of the Borrower for New York at that time. (G) At such time prior to the Revolving L/C Exposure at such time Commitment Termination Date as all Events of Default have been cured or waived in writing and there are no unreimbursed LC Disbursements outstanding or, if in the maturity case of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of any cash collateral hereunder provided as a result of the occurrence classification of an Event a Lender as a Defaulting Lender, the termination of Defaultthe Defaulting Lender status of the applicable Lender, such amount (to all amounts remaining in the extent not applied as aforesaid) LC Collateral Account shall be promptly returned to the Borrower. For avoidance of doubt, the preceding sentence shall not affect Borrower’s obligation to make the Revolving Commitment Termination LC Exposure Deposit on the Revolving Commitment Termination Date as otherwise provided in Section 1.4(11)(A). Any surplus of the funds held in the LC Collateral Account remaining after payment in full of all of the Obligations, the termination of the Revolving Commitments and the return of all outstanding Letters of Credit shall be paid to the Borrower within three Business Days after no Event of Default is continuingor to whomsoever may be lawfully entitled to receive such surplus.

Cash Collateralization. (a) If any an Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which continuing and the Borrower receives notice from the (i) Administrative Agent Agent, (orii) the Required Lenders, if with respect to Revolver A Lenders, or (iii) the maturity of the Loans has been acceleratedRequired Lenders, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) respect to Revolver B Lenders, demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall immediately deposit in an account with or at into the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, LC Collateral Account an amount in cash in Dollars equal to 103% the (or, with respect x) the LC Exposure requested to Alternate Currency Letters of Credit not cash collateralized be Cash Collateralized in such notice from the Alternate Currency, 115%Administrative Agent or (y) the LC Exposure of the Revolving L/C Exposure Class of Lenders providing such notice, in each case, as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01each case, the Borrower's obligation to deposit such cash collateral Cash Collateralize shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kindkind upon the occurrence of any Event of Default with respect to the Borrower described in Section 8.1.6. Each such deposit Deposits of cash collateral made pursuant to this paragraph clause (a) to Cash Collateralize LC Exposure shall be held by segregated within the Administrative Agent as collateral LC Collateral Account for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys application in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated accordance with clause (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. d) below. (b) If the Borrower is required to provide Cash Collateralize Letters of Credit pursuant to Section 3.1.2(d), the Borrower shall immediately deposit into the LC Collateral Account the amount specified in Section 3.1.2 (c) The Administrative Agent shall apply deposits made pursuant to clause (b) and any deposits remaining after application in accordance with clause (d) first to reimburse outstanding LC Disbursements ratably among the Revolver Lenders, second to be held in the LC Collateral Account as collateral for the aggregate undrawn amount of all outstanding Letters of Credit (other than Letters of Credit Cash Collateralized pursuant to clause (d) below) at such time under this Agreement and thereafter for the payment of the "Secured Obligations" under and as defined in the Collateral Trust Agreement, and, for these purposes, the Borrower hereby grants a security interest to the Administrative Agent for the benefit of the Lenders in the LC Collateral Account and in any "financial assets" (as defined in Section 8-102(a)(9) of the UCC) or other property held therein. (d) The Administrative Agent shall apply deposits made pursuant to clause (a) to (i) Cash Collateralize Revolver A LC Exposure first to reimburse outstanding Revolver A LC Disbursements among the Revolver A Lenders, second to be held in the LC Collateral Account as collateral for the aggregate undrawn amount of all outstanding Revolver A Letters of Credit at such time and (ii) Cash Collateralize Revolver B LC Exposure first to reimburse outstanding Revolver B LC Disbursements among the Revolver B Lenders, second to be held in the LC Collateral Account as collateral for the aggregate undrawn amount of all outstanding Revolver B Letters of Credit at such time. Any deposits made pursuant to clause (a) and remaining after application in accordance with this clause (d) shall be applied pursuant to clause (c) above. (e) At any time no Default or Event of Default has occurred and is continuing, the Borrower may request, upon five (5) Business Days' prior written notice to the Administrative Agent the refund of cash collateral deposited in the LC Collateral Account pursuant to clause (b) in an amount equal to the lesser of (i) the amount of cash collateral hereunder as a result of the occurrence of deposited pursuant to clause (b) and (ii) an Event of Default, such amount (equal to the extent not applied as aforesaid) shall be returned to excess of outstanding Revolver A Commitments and Revolver B Commitments over the Borrower within three Business Days after no Event Revolver A Exposure and Revolver B Exposure of Default is continuingall Revolver Lenders at such time.

Cash Collateralization. If If, at any time, the outstanding Obligations with respect to the Term Loan Advances exceeds $25,000,000.00, then Borrower shall maintain, during such time, Liquidity in an amount of at least $100,000,000.00 (the “Required Liquidity Amount”). If, at any time during which Borrower is required to maintain the Required Liquidity Amount, Borrower fails to maintain the Required Liquidity Amount (which failure in and of itself is not a Default or an Event of Default Default) (the “Trigger Event”), Borrower shall occur promptly (and in any event, within three (3) Business Days) deposit into the SVB Operating Account, unrestricted and unencumbered (other than Liens in favor of Bank arising under the Loan Documents) cash in an amount greater than or equal to the amount of all outstanding Obligations with respect to the Term Loan Advances in excess of $25,000,000.00 (the “Cash Collateralized Amount”), to secure such outstanding Obligations (a “Cash Collateralization”) (and the failure to so deposit the Cash Collateralized Amount into the SVB Operating Account within three (3) Business Days shall be continuingan Event of Default). Borrower hereby authorizes and directs Bank to transfer to the Collateral Money Market Account an amount equal to the Cash Collateralized Amount at any time after the occurrence of the Trigger Event and (i) after Borrower deposits the Cash Collateralized Amount into the SVB Operating Account or (ii) if Borrower fails to effect a Cash Collateralization as required under this Section 5.15. If, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day at any time following the date on which occurrence of a Trigger Event, (x) the outstanding Obligations with respect to the Term Loan Advances are less than or equal to $25,000,000.00 or (y) the Borrower receives notice from maintains the Administrative Agent Required Liquidity Amount, Bank shall promptly (orand in any event, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposurewithin three (3) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall Business Days) transfer all amounts then on deposit in the Collateral Money Market Account to an unrestricted operating account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure maintained at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event of Default is continuingBank.”

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; , provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in paragraph (h) or (i) of Section 7.01. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b) and Section 2.22. Each such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If (x) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Administrative Borrower receives notice from the Administrative Agent (or, if or the maturity of the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.17(i) or (y) if any other event occurs or condition exists requiring the Borrowers to Cash Collateralize Letters of Credit, the Borrower Borrowers, jointly and severally, shall deposit in an account with or at the direction of the Administrative AgentLC Sub-Account, in the name of the Administrative Collateral Agent and for the benefit of the LendersSecured Parties, an amount in cash in Dollars equal to 103105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided thatprovided, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant , upon the occurrence of any Event of Default with respect to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance any of the obligations Borrowers described in clause (g) or (h) of Section 8.01. Funds in the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account LC Sub-Account shall be applied by the Administrative Collateral Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)accelerated, be applied to satisfy other obligations Secured Obligations of the Borrower under this AgreementBorrowers in accordance with Article IX. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest with respect to such amounts (to the extent not applied as aforesaid) shall shall, in accordance with Article IX, be returned to the Administrative Borrower within three 10 Business Days after no Event all Events of Default is continuinghave been cured or waived. To secure the LC Exposure and the other Secured Obligations, the Borrowers and Subsidiary Guarantors hereby grant a security interest to the Collateral Agent in any cash collateral deposited with the Collateral Agent, including the LC Sub-Account.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, in the case of Revolving Facility Letters of Credit, Revolving Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit on terms and in an account with or at accounts reasonably satisfactory to the direction of the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the Lenders, Revolving Lenders an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to Borrower described in Section 8.01(g) or (h). Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account Funds so deposited shall be applied by the Administrative Collateral Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations Obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, (a) On or if the Revolving L/C Exposure is otherwise required prior to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which of issuance of any Letter of Credit prior to the Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphSubstantial Collateral Completion Date, the Borrower shall deposit cash collateralize such Letter of Credit by 70 1094001.08-CHISR01A - MSW depositing Dollars in the ▇▇ ▇▇▇▇ Collateral Account in an account with or at the direction amount equal to 102% of the Administrative AgentStated Amount of such Letter of Credit in accordance with this Agreement and the Control Agreement. (b) Subject to paragraphs (c) and (e) of this Section, on or prior to the date of issuance of any Letter of Credit during the period from and after the Substantial Collateral Completion Date and prior to the date that is fifteen (15) Business Days prior to the then-current Maturity Date, the Borrower shall cash collateralize such Letter of Credit by depositing Dollars in the ▇▇ ▇▇▇▇ Collateral Account in an amount equal to 20% of the Stated Amount of such Letter of Credit in accordance with this Agreement and the Control Agreement. (c) If, as a result of any Credit Event (or for any other reason), the LC Exposure with respect to all Letters of Credit issued and outstanding hereunder, in the name aggregate, exceeds the LC Limit at any time, (i) the Borrower shall promptly (and in any event within five (5) Business Days of delivery of a written demand by the Issuing Bank) deposit into the ▇▇ ▇▇▇▇ Collateral Account Dollars in an amount equal to the difference of (x) 102% of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, LC Exposure with respect to Alternate Currency all Letters of Credit not cash collateralized issued and outstanding hereunder (as determined at such time by the Issuing Bank) (after giving effect to such Credit Event), in the Alternate Currencyaggregate, 115%minus (y) of the Revolving L/C Exposure as of such LC Limit. (d) Not later than the date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect that is fifteen (15) Business Days prior to the Borrower described in clause (h) then- current Maturity Date, if any Letter of Credit is scheduled to remain outstanding on or (i) of Section 8.01, after the obligation to deposit such cash collateral shall become effective immediately, then-current Maturity Date and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, agreed to the extent not so applied, shall be held for the satisfaction an extension of the reimbursement obligations then-current Maturity Date in accordance with Section 2.4, the Borrower shall cash collateralize any such Letter(s) of Credit that is scheduled to remain outstanding on or after the then-current Maturity Date by depositing Dollars in the ▇▇ ▇▇▇▇ Collateral Account in an amount equal to 102% of the Borrower for the Revolving L/C LC Exposure (as determined at such time or, if by the maturity Issuing Bank) with respect to such Letter(s) of Credit as of the Loans has been accelerated then-current Maturity Date in accordance with this Agreement and the Control Agreement. (but subject e) If and when required pursuant to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C ExposureSection 7.1(b), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event of Default is continuing.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 5050.0% of the total aggregate LC Exposure of all Revolving L/C ExposureLenders) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount in of cash in Dollars dollars equal to 103% (or, with respect the portions of the LC Exposure attributable to Alternate Currency Letters of Credit not cash collateralized in the Alternate CurrencyCredit, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided thatthat the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 7. 01. The Borrower also shall deposit Cash Collateral pursuant to this paragraph as and to the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kindextent required by Section 2.11(b). Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 5050.0% of the total aggregate LC Exposure of all the Revolving L/C ExposureLenders), be applied to satisfy other obligations of the Borrower under this AgreementAgreement in accordance with the terms of the Loan Documents. If the Borrower is required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of an Event of DefaultDefault or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrower is required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Event of Default is shall have occurred and be continuing.

Cash Collateralization. If (x) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph or (y) the Borrower requests the issuance of an Extended Letter of Credit, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersLenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with of the Dollar Amount of the LC Exposure in respect to Alternate Currency Letters of such Extended Letter of Credit not cash collateralized (in the Alternate Currency, 115%) case of the Revolving L/C Exposure foregoing clause (y)) or in the aggregate (in the case of the foregoing clause (x)) as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or that (i) the portions of Section 8.01, such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. Each such For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable exchange rates of the Administrative Agent on the date notice demanding cash collateralization is delivered to the Borrower. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent (or another financial institution selected by the Administrative Agent and (so long as an Event of Default has not occurred and is then continuing) approved by the Borrower, such approval not to be unreasonably withheld or delayed, pursuant to control or blocked account agreements with such financial institution and in form and substance satisfactory to the Administrative Agent) as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this AgreementGuarantor shall, on the Business Day following the date on which the Borrower it receives notice from the Administrative Agent (or, if or the maturity Required Lenders thereof and of the Loans has been acceleratedamount to be deposited, Revolving Facility Lenders with Revolving provide cash as collateral or an Acceptable Letter of Credit to the Administrative Agent as may be necessary so that, after such provision, the L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with is fully collateralized or at the direction of the Administrative Agentfully supported, in each case denominated in euros. Any cash or Acceptable Letter of Credit (and the name of proceeds thereof) received by the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant to this paragraph (k) is hereby pledged to the Administrative Agent as collateral security for the Obligations and shall be deposited in a segregated account over which the Administrative Agent has exclusive dominion and control, including exclusive right of withdrawal, and shall be held by the Administrative Agent as collateral for security while the payment and performance of L/C Exposure continues. Interest or profits, if any, on the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys amounts in such account shall accumulate in such account. The Guarantor hereby agrees promptly to take such steps as may be applied required by the Administrative Agent in order to reimburse each Issuing Bank for L/C Disbursements for which perfect a first Lien in favor of the Administrative Agent on such Issuing Bank has not been reimbursed and, collateral security. The cash or drawings under the Acceptable Letter of Credit received by the Administrative Agent pursuant to the extent not so applied, this paragraph (k) shall be held for applied in whole or in part by the satisfaction Administrative Agent against or on account of all or any part of the reimbursement obligations Obligations in accordance with the terms of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower Guarantor is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Guarantor within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. (i) Upon the request of the Administrative Agent, if, as of the Letter of Credit Expiration Date, any Revolving L/C Exposure for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the Revolving L/C Exposure as of such date. In addition, if the Administrative Agent notifies the Borrower at any time that the L/C Exposure at such time exceeds 105% of the Letter of Credit Sublimit, then, within two Business Days after receipt of such notice, Borrower shall Cash Collateralize the Revolving L/C Exposure in an amount equal to the amount by which the Revolving L/C Exposure exceeds the Letter of Credit Sublimit. The Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (ii) If any Event of Default shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement(i), on the Business Day or (ii) in the case of any other Event of Default, on the third Business Day, in each case, following the date on which the Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of Cash Collateralize the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereondate; provided that, that upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.017.01, the obligation to deposit such cash collateral Cash Collateralize shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. (iii) For purposes of this Section and Section 7.01(h) or (i), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, as collateral for the total Revolving L/C Exposure, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Bank (which documents are hereby consented to by the Lenders) plus any accrued and unpaid interest (derivatives of such term have corresponding meanings). Each such deposit pursuant to this paragraph (j) shall be held by the Administrative Agent Agent, in blocked deposit accounts at the Issuing Bank, as collateral for the payment and performance of the obligations of the Borrower under this AgreementAgreement and the Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, the Borrower, in each case, in Permitted Investments and at the risk and expense of the Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving aggregate L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersLenders (the “L/C Collateral Account”), an amount in cash in Dollars equal to 103(a) 105% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving amount of the L/C Exposure as of such date plus any accrued and unpaid interest thereonthereon minus (b) the amount on deposit in the Required Cash Collateral Account; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.7 or Section 7.8. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the L/C Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the L/C Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the L/C Collateral Account. Moneys in such account the L/C Collateral Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Lender for L/C Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving aggregate L/C Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all such Events of Default Defaults have been cured or waived as confirmed in writing by the Administrative Agent. (b) Section 2.18(e) is continuing.hereby amended by amending and restating the penultimate sentence of such Section as follows:

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash or provide a “back-to-back” letter of credit or alternative collateral as the Administrative Agent may approve in Dollars its sole discretion in good faith, equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure owing by it as of such date plus any accrued and unpaid interest thereon; provided that, upon that the occurrence obligation of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 8.01(f). Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral so long as any LC Exposure exists hereunder for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement; provided, however, that if prior to the acceleration of the maturity of the Loans the LC Exposure shall cease to exist, moneys in such account shall be returned to the Borrower as provided below. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event the earlier of (a) all Events of Default is continuinghaving been cured or waived or (b) the LC Exposure ceasing to exist.

Cash Collateralization. (i) If any (A) an Event of Default shall occur has occurred and be continuingis continuing under Section 7.01(a), or if (B) the Revolving L/C Exposure Loans have been declared due and payable in accordance with Article 7 and/or (C) the Administrative Agent is otherwise required exercising rights and remedies as to be cash collateralized pursuant to this AgreementCollateral during the occurrence and continuation of an Event of Default, then on the Business Day following the date on which the Borrower Representative receives notice from the Administrative Agent (or, if at the maturity direction of the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash Cash collateral pursuant to this paragraphparagraph (j), the Borrower Borrowers shall deposit deposit, in an interest-bearing account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersLenders and each Issuing Bank (the “LC Collateral Account”), an amount in cash in Dollars Cash equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon(minus the amount then on deposit in the LC Collateral Account); provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash Cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each , upon the occurrence of any Event of Default with respect to any Borrower described in Section 7.01(f) or (g). (ii) Any such deposit pursuant to this paragraph in the LC Collateral Account shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Secured Obligations, in accordance with the provisions of the Borrower under this Agreementparagraph (j). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account. The Borrowers hereby grant the Administrative Agent, for the benefit of the Secured Parties, a First Priority security interest in the LC Collateral Account as security for the Secured Obligations. Interest or profits, if any, on such account. Such deposits investments shall not bear interestaccumulate in the LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower US Borrowers or the Canadian Borrowers, as the case may be, for the Revolving L/C Exposure at such time ortheir respective LC Exposure, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)Required Lenders, be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an The amount of cash collateral hereunder any Cash posted as a result Collateral in accordance with the terms of the occurrence of an Event of Defaultthis Section 2.05(j) (together with all interest and other earnings with respect thereto, such amount (to the extent not applied as aforesaid) shall be returned to the applicable Borrower within promptly but in no event later than three Business Days after no the Event of Default is continuinggiving rise to the obligation to do so has been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative AgentLC Sub-Account, in the name of the Administrative Collateral Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to Borrower described in paragraph (g) or (h) (other than clause (ix)) thereof of Article VIII. Each such deposit pursuant to this paragraph shall be held by Funds in the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account LC Sub-Account shall be applied by the Administrative Collateral Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding LC Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations Obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders 98 (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.17(i), the Borrower shall deposit in an account with or at (the direction of the Administrative Agent“LC Sub-Account”), in the name of the Administrative Collateral Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant , upon the occurrence of any Event of Default with respect to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Holdings or the Borrower under this Agreementdescribed in Section 8.01(f) or 8.01(g). The Administrative Agent shall have exclusive dominion and control, including Funds in the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account LC Sub-Account shall be applied by the Administrative Collateral Agent to reimburse each Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations Obligations of the Borrower under this Agreementin accordance with Article 9. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest with respect to such amounts (to the extent not applied as aforesaid) shall shall, in accordance with Article 9, be returned to the Borrower within three 10 Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent (or, if or the maturity of the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersSecured Parties (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Total LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(i) or 7.01(j) or upon the acceleration of the Obligations under Section 7.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account, and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Total LC Exposure at such time or, if the maturity of the Revolving Credit Loans has been accelerated (but subject to the consent of Revolving Facility Credit Lenders with Revolving L/C Exposure LC Exposures representing greater than 50% of the total Revolving L/C Total LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Revolving Lenders holding a majority of the Revolving Commitments (or, if the maturity of the Revolving Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than fifty percent (50% %) of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or that (i) the portions of Section 8.01, such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 7.01. Each such For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the Borrower. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Obligations. In addition, and without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remain outstanding after the expiration date specified in said paragraph (c), the Borrower under this Agreementshall immediately deposit in the LC Collateral 45 Account an amount in cash equal to such LC Exposure as of such date plus any accrued or unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each such Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Revolving Loans has been accelerated (but subject to the consent of the Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than fifty (50% %) of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. (i) If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure Obligations representing greater more than 50% of the total Revolving L/C ExposureObligations) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraphclause (q), the Borrower shall immediately pledge and deposit in an account with or at deliver to the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving total L/C Exposure Obligations as of such date plus any accrued and unpaid interest thereon; , provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (f) of Section 8.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing or clause (d) of this Section 2.04, if any L/C Obligations remain outstanding after the expiration date specified in said clause (d), the Borrower shall immediately deposit into the Collateral Account an amount in cash equal to 103% of such L/C Obligations as of such date plus any accrued and unpaid interest thereon. (ii) The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in such account the Collateral Account shall be applied by the Administrative Agent to reimburse each Issuing Bank the L/C Issuer for L/C Disbursements for which such Issuing Bank it has not been reimbursed reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure Obligations representing greater more than 50% of the total Revolving L/C ExposureObligations), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) Lender demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative AgentLender, in the name of the Administrative Agent and for the benefit of the LendersLender (the “LC Collateral Account”), an amount in cash in Dollars equal to 103% one hundred five percent (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115105%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b), Section 2.11(c), Section 2.11(e) or Section 2.18(b). Each such deposit pursuant to this paragraph shall be held by the Administrative Agent Lender as collateral for the payment and performance of the obligations of the Borrower under this AgreementSecured Obligations. The Administrative Agent Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Lender a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such account. Such deposits, which investments shall be made at the option and sole discretion of the Lender and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank Lender for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)accelerated, be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all such Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any a Significant Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Parent Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 50% of the total aggregate LC Exposure of all Revolving L/C ExposureLenders) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars dollars equal to 103% (or, with respect the LC Exposure attributable to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrowers described in paragraph (h) or (i) of Section 7.01. The Borrowers also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, the Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 50% of the total aggregate LC Exposure of all the Revolving L/C ExposureLenders), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of DefaultDefault or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) and no Event of Default is shall have occurred and be continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement(i), on the Business Day or (ii) in the case of any other Event of Default, on the fifth Business Day following the date on which the Borrower Company receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders and/or CL Lenders with Revolving L/C Exposure and/or CL Percentages representing greater than 50% of the total Revolving L/C Exposure) Exposure and/or total CL Percentages), as the case may be, demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall Company and, to the extent relating to CL Exposure, CALLC (on a joint and several basis with the Company) agreeagrees to deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Facility Lenders and/or the CL Lenders, an amount in Dollars in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure and/or CL Exposure as of such date plus any accrued and unpaid interest thereon; provided thatthat the portion of such amount attributable to undrawn Euro Letters of Credit or L/C Disbursements in Euros shall be deposited with the Administrative Agent in Euros in the actual amounts of such undrawn Letters of Credit and L/C Disbursements; provided, upon further that the occurrence portion of such amount attributable to undrawn Alternative Currency Letters of Credit or L/C Disbursements in any Event Alternative Currency shall be deposited with the Administrative Agent in the applicable Alternative Currency in the actual amounts of Default with respect to the Borrower described in clause (h) or (i) such undrawn Letters of Section 8.01, the Credit and L/C Disbursements. The obligation to deposit such cash collateral shall become effective immediatelyimmediately on the Business Day specified above, and such deposit shall become immediately due and payablepayable in Dollars, Euros or an Alternative Currency, as applicable, without demand or other notice of any kind. The applicable Applicant Party also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b) or Section 2.05(q). Each such deposit pursuant to this paragraph or pursuant to Section 2.11(b) or Section 2.05(q) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower Borrowers under this AgreementSection 2.05. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, the Company, in each case, in Permitted Investments and at the risk and expense of the Company, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C Exposure and CL Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders and/or CL Lenders with Revolving L/C Exposure and/or CL Percentages representing greater than 50% of the total Revolving L/C ExposureExposure and/or total CL Percentages), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower an Applicant Party is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower such Applicant Party within three Business Days after all Events of Default have been cured or waived. If a Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b) or Section 2.05(q), such amount (to the extent not applied as aforesaid) shall be returned to such Borrower as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with Section 2.11(b) or Section 2.05(q) and no Event of Default is shall have occurred and be continuing.

Cash Collateralization. (i) The Collateral Agent is hereby authorized to establish and maintain at its office at 6▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement, a restricted deposit account designated “L▇▇▇▇▇ Health Products Inc. LC Account.” The balance from time to time in the LC Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall within two Business Days of receiving a request of the applicable Loan Party for release of cash proceeds, remit such Net Cash Proceeds on deposit in the LC Account to or upon the order of such Loan Party (x) at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full or (y) otherwise in accordance with this Section 2.18(i). The Loan Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the LC Account except to the extent specifically provided herein. (ii) If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative AgentLC Account, in the name of the Administrative Collateral Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to Borrower described in paragraph (g) or (h) of Article VIII. Each such deposit pursuant to this paragraph shall be held by Funds in the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account LC Account shall be applied by the Administrative Collateral Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations Obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no all Events of Default have been cured or waived. (iii) Amounts on deposit in the LC Account shall be invested and reinvested from time to time in Cash Equivalents as the applicable Loan Party (or, after the occurrence and during the continuance of an Event of Default is continuingDefault, the Collateral Agent) shall determine by written instruction to the Collateral Agent, or if no such instructions are given, then as the Collateral Agent, in its sole discretion, shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in this Section 2.18(i).

Cash Collateralization. If any Event Borrower shall be required to provide cover for LC Exposure pursuant to paragraph (c) or (d) of Default shall occur and be continuingSection 2.10, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreementlast paragraph of Article IX, on the Business Day following the date on which the such Borrower receives notice from the Administrative Agent shall immediately deposit into a segregated collateral account or accounts (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphcollectively, the Borrower shall deposit in an account with or at the direction “Letter of the Administrative Agent, Credit Collateral Account”) in the name and under the dominion and control of the Administrative Agent and for the benefit of the Lenders, cash in an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) amount required under said paragraphs of Section 8.012.10 or the last paragraph of Article IX, the obligation to as applicable. Such deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure under this Agreement and, subject to the immediately following paragraph, thereafter for the payment and performance of the obligations other Guaranteed Obligations, and for these purposes each Borrower hereby grants a security interest to the Administrative Agent for the benefit of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys Lenders in such account Letter of Credit Collateral Account and in any financial assets (as defined in the Uniform Commercial Code) or other property held therein. Amounts deposited in the Letter of Credit Collateral Account by any Borrower pursuant to paragraph (c) or (d) of Section 2.10 shall be applied retained by the Administrative Agent and (i) in the case of amounts deposited pursuant to reimburse each said paragraph (c), (x) applied to the payment of LC Disbursements in respect of Letters of Credit as and when the same shall become due (applied ratably to the respective amounts then due and payable to the respective Issuing Bank for L/C Lenders) and (y) when all Letters of Credit shall have been drawn in full or terminated or expired or the condition set forth in said paragraph (c) ceases to exist, any balance therein shall be remitted to such Borrower upon three Business Days’ prior request to the Administrative Agent and (ii) in the case of amounts deposited pursuant to said paragraph (d), either (x) applied to the payment when due of that portion of the LC Disbursements for which made by the respective Issuing Lenders in excess of the amount thereof that the Revolving Credit Lenders are required to pay to the Issuing Lenders under paragraph (e) of this Section in respect of drawings on Letters of Credit (applied to the respective Issuing Lenders ratably in accordance with such Issuing Bank has not been reimbursed and, excess amounts held by them) or (y) remitted to such Borrower as and to the extent not so appliedrequired by Section 2.10(d), shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time orprovided that, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no any Event of Default is continuingshall occur and be continuing and the Lenders shall request the provision of cover for outstanding Letters of Credit pursuant to the last paragraph of Article IX, then the amounts deposited pursuant to paragraph (c) or (d) of Section 2.10 shall be deemed to have instead been deposited pursuant to the last paragraph of Article IX.

Cash Collateralization. If (i) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Revolving Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater not less than 50% fifty-one percent (51%) of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.05(j), and/or otherwise (ii) on the Revolving Commitment Termination Date, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VIII. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement, and the Borrower will, in connection therewith, execute and deliver such security and pledge agreements in form and substance satisfactory to the Administrative Agent which the Administrative Agent may, in its discretion, require. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Revolving Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater not less than 50% fifty-one percent (51%) of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement, and the Borrower will, in connection therewith, execute and deliver such security and pledge agreements in form and substance satisfactory to the Administrative Agent which the Administrative Agent may, in its discretion, require. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If (x) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or (y) the Borrower requests the issuance of an Extended Letter of Credit, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersLenders (the “LC Collateral Account”), an amount in cash in Dollars equal to 103105% (or, with of the amount of the LC Exposure in respect to Alternate Currency Letters of the Extended Letter of Credit not cash collateralized (in the Alternate Currency, 115%) case of the Revolving L/C Exposure foregoing clause (y)) or in the aggregate (in the case of the foregoing clause (x) as of such date plus any accrued and unpaid interest thereon); provided thatthat the obligation to deposit such cash collateral shall (1) in the case of an Extended Letter of Credit, be required by no later than the date of issuance, renewal or extension of such Extended Letter of Credit and (2) become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01Article VII; provided further, the obligation to deposit that any such cash collateral deposited with respect to any Extended Letter of Credit shall become effective immediately, and be returned to the Borrower within three (3) Business Days following the expiration of such Extended Letter of Credit to the extent the Issuing Bank has not made an L/C Disbursement with respect to such Extended Letter of Credit that has not been reimbursed by the Borrower. Such deposit shall become immediately due and payable, without demand or other notice of any kind. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower receives that Borrowers receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower Borrowers shall deposit on terms and in an account with or at the direction of accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or that (i) only cash proceeds of Section 8.01, Receivables and Inventory shall be deposited as cash collateral and (ii) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to Borrowers described in Section 8.01(g) or (h). Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account Funds so deposited shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations Obligations of the Borrower Borrowers under this Agreement. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any an Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at Cash Collateralize the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit Cash Collateralize such cash collateral amounts shall become effective immediately, and such deposit Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the Obligations having become immediately due and payable as a result of an Event of Default with respect to the Borrower described in Section 8.1.9. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of Cash Collateral, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits of Cash Collateral shall not bear interest. Moneys Interest or profits, if any, on such investments shall accumulate in such account account. Cash Collateral shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C ExposureLC Exposure and (ii) in the case of any such application at a time when any Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining Cash Collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event of Default is continuing.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this AgreementBorrowers shall, on the Business Day following the date on which the Borrower it receives notice from the Administrative Agent or the Revolving Credit Lenders representing more than 50% of the sum of all Revolving Credit Loans outstanding, L/C Exposure and unused Revolving Credit Commitments at such time (or, if the maturity of the Loans has been accelerated, Revolving Facility Credit Lenders with Revolving L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total Revolving L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit) demanding thereof and of the deposit of cash collateral pursuant amount to this paragraphbe deposited, the Borrower shall deposit in an account with or at the direction of the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the Revolving Credit Lenders, and the Borrowers hereby grants a security interest in such account in favor of the Collateral Agent, for the benefit of the Revolving Credit Lenders and the L/C Issuers as a first priority security interest, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereondate; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall will become effective immediately, and such deposit shall will become immediately due and payablepayable in immediately available funds, without demand or other notice of any kind, upon the occurrence of an Event of Default described in clause (f) or (g) of Section 8.01. Each such Such deposit pursuant to this paragraph shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits in Cash Equivalents, which investments shall be made at the option and sole discretion of the Collateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse each Issuing Bank the applicable L/C Issuer for L/C Disbursements for which such Issuing Bank it has not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the Revolving L/C Exposure at such time or, and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Credit Lenders with Revolving L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total Revolving L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other obligations of the Borrower under this AgreementObligations. If the Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been acceleratedaccelerated or the Revolving Commitments have been terminated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphclause, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (g) or (h) of Article VII. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank for L/C Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of of, as applicable, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. If (x) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following that the date on which the Borrower Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph or (y) the Company requests, and the relevant Issuing Bank approves, the Borrower issuance of an Extended Letter of Credit, the Company shall either (A) cover by arranging for the issuance of one or more standby letters of credit issued by an issuer, and otherwise on terms and conditions, satisfactory to the Administrative Agent or (B) deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103105% (or, with of the Dollar Amount of the LC Exposure in respect to Alternate Currency Letters of such Extended Letter of Credit not cash collateralized (in the Alternate Currency, 115%) case of the Revolving L/C Exposure foregoing clause (y)) or in the aggregate (in the case of the foregoing clause (x)) as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or that (i) the portions of Section 8.01, such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Company is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to provide such letter of credit cover or deposit such cash collateral shall (1) be required by no later than five (5) Business Days prior to the Termination Date in the case of an Extended Letter of Credit and (2) become effective immediately, and such cover or deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company described in clause (h) or (i) of Article VII. Each such For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the Company. The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such cover and deposit shall be held by the Administrative Agent in interest-bearing accounts selected at the option and sole discretion of the Administrative Agent and at the Company’s risk and expense as collateral for the payment and performance of the obligations of the Borrower Company under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account shall be applied by the Administrative Agent to reimburse each the relevant Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Company for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower Company is required to provide an amount of letter of credit cover or cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after no Event all Events of Default is continuinghave been cured or waived.

Cash Collateralization. (i) If any Event of Default shall occur exists and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this AgreementLoans have been declared due and payable in accordance with ‎Article 7 hereof, then on the Business Day following that the date on which the applicable Borrower receives notice from the Administrative Agent (or, if at the maturity direction of the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash Cash collateral pursuant to this paragraphparagraph ‎(j), the upon such demand, such Borrower shall deposit deposit, in an interest-bearing account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (each, an “LC Collateral Account”), an amount in cash in Dollars Cash equal to 103% of the LC Exposure (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) currency of the Revolving L/C Exposure LC Exposure) as of such date plus any accrued and unpaid interest thereon(minus the amount then on deposit in the LC Collateral Account); provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash Cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each , upon the occurrence of any Event of Default with respect to the applicable Borrower described in ‎Section 7.01(f) or ‎(g). (ii) Any such deposit pursuant to this paragraph under clause ‎(i) above shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Secured Obligations in accordance with the provisions of the Borrower under this Agreementparagraph ‎(j). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account, and each applicable Borrower hereby grants the Administrative Agent, for the benefit of the Secured Parties, a First Priority security interest in its LC Collateral Account. Such deposits Interest or profits, if any, on such investments shall not bear interestaccumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), Lenders) be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the applicable Borrower is required to provide an amount of cash Cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned to the such Borrower within promptly but in no event later than three Business Days after no such Event of Default is continuinghas been cured or waived.

Cash Collateralization. If (i) any Event of Default shall occur and be continuing, continuing or if (ii) as of the fifth Business Day prior to the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this AgreementMaturity Date of the applicable Revolving Facility, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C ExposureLenders) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, Cash Collateralize an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in paragraph (h) or (i) of Section 7.01. Each such deposit pursuant to this paragraph of Cash Collateral shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent or the Issuing Bank, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Cash Equivalents and at the Borrower’s risk and expense, such deposits shall not bear interest. Moneys Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding anything to the contrary in this Agreement, moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreementtime. If the Borrower is required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of an Event of DefaultDefault or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three one Business Days Day after no Event all Events of Default is continuingare no longer continuing or after the termination of Defaulting Lender status, as applicable.

Cash Collateralization. If (i) any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which continuing and the Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) Issuing Bank demanding the deposit of cash collateral pursuant to this paragraphSection 2.07(j), (ii) the LC Exposure exceeds the LC Commitment at any time, including as a result of the termination of the LC Commitment or (iii) ten (10) Business Days prior to Payment in Full at the Maturity Date then, in each case, the Borrower shall deposit deposit, in an account with or at the direction of the Administrative AgentIssuing Bank, in the name of the Administrative Agent Issuing Bank and for the benefit of the LendersIssuing Bank, an amount in cash in Dollars equal to 103% of (orA) in the case of an Event of Default, the LC Exposure (net of any cash collateral already held at the applicable time by the Issuing Bank with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (hLC Exposure) or (iB) in the case of Section 8.01the LC Exposure exceeding the LC Commitment, the amount of such excess; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower or any Subsidiary described in Section 10.01(h) or Section 10.01(i). Each The Borrower hereby grants to the Issuing Bank for the sole benefit of the Issuing Bank, an exclusive first priority and continuing perfected security interest in and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit amounts pursuant to this paragraph Section 2.07(j) shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower or any of its Subsidiaries may now or hereafter have against any such beneficiary, the Issuing Bank, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held by the Administrative Agent as collateral for securing the payment and performance of the Borrower’s and the Guarantor’s obligations of to the Borrower Issuing Bank under this AgreementAgreement and the other Loan Documents. The Administrative Agent Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than ​ ​ ​ any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Issuing Bank and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such deposit shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent Issuing Bank to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure)accelerated, be applied to satisfy other obligations of the Borrower and the Guarantors to the Issuing Bank under this Agreement. If Agreement or the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event of Default is continuingother Loan Documents.

Cash Collateralization. If any Event of Default shall occur and be continuing, or and/or if there are any Letters of Credit outstanding on the Revolving L/C Exposure is otherwise required Maturity Date (notwithstanding any provisions to be cash collateralized pursuant to this Agreementthe contrary contained herein), then on the Business Day following the date on which that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.19(j), in the case of an Event of Default which is continuing, and promptly within two (2) Business Days after the Maturity Date or the date of termination of the Commitments, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersL▇ ▇▇▇▇ Collateral Account, an amount in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.1 (h), (i) or (j). Each such Such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountL▇ ▇▇▇▇ Collateral Account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent, acting reasonably, and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such L▇ ▇▇▇▇ Collateral Account. Moneys in such account L▇ ▇▇▇▇ Collateral Account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount and any applicable interest (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after no Event the earlier of the date on which (i) all Events of Default is continuinghave been cured or waived unless the Maturity Date has occurred or the Commitments have been terminated and the Secured Obligations have not been repaid in full and (ii) the Secured Obligations are repaid in full.

Cash Collateralization. If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 5050.0% of the total aggregate LC Exposure of all Revolving L/C ExposureLenders) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount in of cash in Dollars dollars equal to 103% (or, with respect the portions of the LC Exposure attributable to Alternate Currency Letters of Credit not cash collateralized in the Alternate CurrencyCredit, 115%) of the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided thatthat the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, 7.01. The Borrower also shall deposit Cash Collateral pursuant to this paragraph as and to the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kindextent required by Section 2.11(b). Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any Issuing Bank or the Swingline Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank Banks for L/C LC Disbursements for which such Issuing Bank has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater more than 5050.0% of the total aggregate LC Exposure of all the Revolving L/C ExposureLenders), be applied to satisfy other obligations of the Borrower under this AgreementAgreement in accordance with the terms of the Loan Documents. If the Borrower is required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of an Event of DefaultDefault or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrower is required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Event of Default is shall have occurred and be continuing.

Cash Collateralization. (i) If any Event of Default shall occur exists and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this AgreementLoans have been declared due and payable in accordance with Article 7 hereof, then on the Business Day following that the date on which the applicable Borrower receives notice from the Administrative Agent (or, if at the maturity direction of the Loans has been accelerated, Revolving Facility Required Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash Cash collateral pursuant to this paragraphparagraph (j), the upon such demand, such Borrower shall deposit deposit, in an interest-bearing account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersRevolving Lenders (each, an “LC Collateral Account”), an amount in cash in Dollars Cash equal to 103100% of the LC Exposure (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) currency of the Revolving L/C Exposure LC Exposure) as of such date plus any accrued and unpaid interest thereon(minus the amount then on deposit in the LC Collateral Account); provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash Cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind. Each , upon the occurrence of any Event of Default with respect to the applicable Borrower described in Section 7.01(f) or (g). (ii) Any such deposit pursuant to this paragraph under clause (i) above shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Secured Obligations in accordance with the provisions of the Borrower under this Agreementparagraph (j). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account, and each applicable Borrower hereby grants the Administrative Agent, for the benefit of the Secured Parties, a First Priority security interest in the LC Collateral Account. Such deposits Interest or profits, if any, on such investments shall not bear interestaccumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), Lenders) be applied to satisfy other obligations of the Borrower under this AgreementSecured Obligations. If the applicable Borrower is required to provide an amount of cash Cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned to the such Borrower within promptly but in no event later than three Business Days after no such Event of Default is continuinghas been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that a Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Domestic Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50at least 51% of the total Revolving L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the such Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Domestic Revolving Lenders, an amount in Dollars and in cash in Dollars equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or that (i) the portions of Section 8.01, such amount attributable to undrawn Alternative Currency Letters of Credit or LC Disbursements in an Alternative Currency that the Borrowers are not late in reimbursing shall be deposited in the applicable Alternative Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in paragraph (h) or (i) of Article VII. For the purposes of this paragraph, the Alternative Currency LC Exposure shall be calculated using the Exchange Rates on the date notice demanding cash collateralization is delivered to a Borrower. Each Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(d). Each such deposit pursuant to this paragraph or pursuant to Section 2.11(d) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the each Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the relevant Borrower's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the applicable Issuing Bank Lender for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the relevant Borrower for the Revolving L/C LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Domestic Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than 50at least 51% of the total Revolving L/C LC Exposure), be applied to satisfy other obligations of the such Borrower under this Agreement. If the a Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the such Borrower within three Business Days after all Events of Default have been cured or waived. If a Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(d), such amount (to the extent not applied as aforesaid) shall be returned to such Borrower as and to the extent that, after giving effect to such return, such Borrower would remain in compliance with Section 2.11(d), and no Event of Default is shall have occurred and be continuing.

Cash Collateralization. If any In the event that (a) the maturity of the Senior Loans has been accelerated upon the occurrence of an Event of Default shall occur and be continuingpursuant to Section 12.1 or Section 12.2, or if the (b) any Revolving L/C Exposure is otherwise LCs are required to be cash collateralized pursuant to this AgreementSection 4.10, on or (c) in the Business Day following the date on which the Borrower receives notice from the Administrative Agent event any Revolving Lender becomes a Defaulting Lender (or, if the maturity unless all of the Loans has been accelerated, applicable Defaulting Lender’s participations in such Revolving Facility LCs are reallocated to other Revolving Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 3.8), the Borrower shall deposit in an account with immediately (or at the direction of the Administrative Agent, in the name case of clause (c), within five Business Days) deposit into the Administrative Agent and for the benefit of the Lenders, ▇▇ ▇▇▇▇ Collateral Account an amount in cash in Dollars equal to 103102% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the aggregate amount of all Revolving L/C Exposure LC Exposures as of such date (or in the case any Revolving Lender becomes a Defaulting Lender, the Revolving LC Exposure of such Defaulting Lender) plus any accrued and unpaid interest thereon; provided thatprovided, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 12.1. Each such Any deposit made pursuant to this paragraph Section 3.7 shall be held by the Administrative P1 Collateral Agent as collateral for the payment applicable Revolving LC Exposure and performance Fees of the obligations of the Borrower Revolving LC Issuing Bank under this Agreement. The Administrative Agent Agreement and shall have exclusive dominion and control, including in the exclusive right case of withdrawal, over such account. Such deposits shall not bear interest. Moneys a Revolving LC Disbursement in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction respect of the reimbursement obligations of the Borrower for the any Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), LC be applied to satisfy other obligations the payment of the Borrower’s reimbursement obligations in respect of such Revolving LC Disbursement and any associated Fees owed to the Revolving LC Issuing Bank; provided, that any failure or inability of the P1 Collateral Agent or P1 Administrative Agent for any reason to apply such amounts shall not in any manner relieve any Revolving Lender of its obligations under Section 3.2 and Section 3.3. |US-DOCS\137622719.74|| For this purpose, the Borrower under this Agreementhereby grants a security interest to the P1 Collateral Agent for the benefit of the Revolving LC Issuing Bank and the Revolving Lenders in such collateral account and any financial assets (as defined in the UCC) or other property held therein. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the acceleration of the maturity of the Senior Loans upon the occurrence of an Event of DefaultDefault (or in the circumstances contemplated by Section 4.10(c)(iii)), such upon the expiration or termination of any Revolving LC, the amount (to the extent not applied as aforesaid) by which the cash collateral exceeds the aggregate amount of all Revolving LC Exposure as of such date plus any accrued and unpaid interest, Fees and expenses to the Revolving LC Issuing Bank thereon shall be (i) first, applied to repay any Obligations due and payable as of such date and (ii) second, returned to the Borrower within three Business Days after no Event of Default is continuingBorrower.

Cash Collateralization. If any Event of Default shall occur and be continuing, or if the Revolving L/C Exposure is otherwise required to be cash collateralized pursuant to this Agreement, on the Business Day following the date on which the that Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than fifty (50% %) percent of the total Revolving L/C Total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with or at the direction of the Administrative AgentLC Sub-Account, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash in Dollars equal to 103% one hundred five (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115105%) percent of the Revolving L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided thatprovided, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 8.01, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to Borrower described in paragraph (g) or (h) of Section 8.01. Each such deposit pursuant to this paragraph shall be held by Funds in the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account LC Sub-Account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for L/C LC Disbursements for which such Issuing Bank it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C LC Exposure representing greater than fifty (50% %) percent of the total Revolving L/C Total LC Exposure), be applied to satisfy other obligations Obligations of the Borrower under this Agreementin accordance with Article IX. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrower within three five (5) Business Days after no Event all Events of Default is continuinghave been cured or waived.