Each Borrower agrees that the Company will, on behalf of itself and the Subsidiary Borrower, upon the request of the Administrative Agent or the Required Lenders and until the final expiration date of any Letter of Credit and thereafter as long as any amount is payable to the Issuing Banks or the Revolving Loan Lenders in respect of any Letter of Credit, maintain one or more special collateral accounts pursuant to arrangements satisfactory to the Administrative Agent (all such accounts, collectively, the “L/C Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to [Article XIV], in the name of the Company but under the sole dominion and control of the Administrative Agent, for the benefit of the Holders of Secured Obligations, and in which no Borrower shall have any interest other than as set forth in Section 9.1. Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Holders of Secured Obligations, a security interest in all of such Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the L/C Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the L/C Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. Nothing in this [Section 3.11(A)] shall either obligate the Administrative Agent to require any Borrower to deposit any funds in the L/C Collateral Account or limit the right of the Administrative Agent to release any funds held in the L/C Collateral Account in each case other than as required by [Section 2.4(B) or 9.1]1] or this [Section 3.11]. In addition, and without limiting the foregoing or [Section 3.3(B)] of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said [Section 3.3(B)], the Borrowers shall immediately deposit into the L/C Collateral Account an amount in cash equal to one hundred five percent (105%) of such L/C Obligations as of such date.

Each Borrower agrees that the Company​ will, on behalf of itself and the Subsidiary Borrower, upon the request of the Administrative Agent or the Required Lenders and until the final expiration date of any Letter of Credit and thereafter as long as any amount is payable to the Issuing Banks or the Revolving Loan Lenders in respect of any Letter of Credit, maintain one or more special collateral accounts pursuant to arrangements satisfactory to the Administrative Agent (all such accounts, collectively, the “L/“L/C Collateral Account”Account”) at the Administrative Agent’Agent’s office at the address specified pursuant to [Article XIV],Article XIV, in the name of the Company​ but under the sole dominion and control of the Administrative Agent, for the benefit of the Holders of Secured Obligations, and in which no Borrower shall have any interest other than as set forth in Section 9.1. Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Holders of Secured Obligations, a security interest in all of such Borrower’Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the L/C Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the L/C Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. Nothing in this [SectionSection 3.11(A)] shall either obligate the Administrative Agent to require any Borrower to deposit any funds in the L/C Collateral Account or limit the right of the Administrative Agent to release any funds held in the L/C Collateral Account in each case other than as required by [SectionSection 2.4(B) or 9.1]1]1 or this [SectionSection 3.11]. In addition, and without limiting the foregoing or [Section 3.3(B)] of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said [Section 3.3(B)], the Borrowers shall immediately deposit into the L/C Collateral Account an amount in cash equal to one hundred five percent (105%) of such L/C Obligations as of such date.11.

LC Collateral Account. Each Borrower agrees that it will establish on the Company will,Revolving Facility Termination Date (or on behalf of itselfsuch earlier date as may be required pursuant to [Section 8.1]), and the Subsidiary Borrower, upon the request of the Administrative Agent or the Required Lenders and until the final expiration date ofthereafter maintain so long as any Letter of Credit and thereafter as long asissued for the account of such Borrower is outstanding or any amount is payable to the Issuing Banksany Issuer or the Revolving Loan Lenders in respect of any such Letter of Credit, maintain one or morea special collateral accountsaccount pursuant to arrangements satisfactory to the Administrative Agent (all such accounts, collectively, the “L/C(each an “LC Collateral Account”Account”) at the Administrative Agent’Agent’s office at the address specified pursuant to [Article XIV]XIII], in the name of the Companysuch Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Holders of Secured Obligations,Revolving Lenders, and in which nosuch Borrower shall have anyno interest other than as set forth in Section 9.1.[Section 8.1]. Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Holders of Secured Obligations,Revolving Lenders and the Issuers, a security interest in all of such Borrower’Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the L/Capplicable LC Collateral AccountAccount, to secure the prompt and complete payment and performance of the Obligations.Obligations of such Borrower. The Administrative Agent will invest any funds on deposit from time to time in the L/Cany LC Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. NothingIf funds are deposited in thisan LC Collateral Account pursuant to [Section 3.11(A)] shall either obligate2.7.3 or 2.7.4]4] and the provisions of [Section 8.1] are not applicable, then the Administrative Agent shall release from the LC Collateral Account to requirethe applicable Borrower, upon the expiration or termination of, or any Borrowerreduction in the amount available under, any applicable Letter of Credit, an amount equal to deposit anythe excess (if any) of all funds in the L/Csuch LC Collateral Account or limitover the right of the Administrative AgentLC Exposure with respect to release any funds held in the L/C Collateral Account in each case other than as required by [Section 2.4(B) or 9.1]1] or this [Section 3.11]. In addition, and without limiting the foregoing or [Section 3.3(B)] of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said [Section 3.3(B)], the Borrowers shall immediately deposit into the L/C Collateral Account an amount in cash equal to one hundred five percent (105%) of such L/C Obligations as of such date.Borrower.

EachCash Collateralization. If the Borrower agrees that the Company will,is required to deposit cash collateral pursuant to Section 2.07(c), 2.09 or 7.022], it will establish on behalf of itselfor prior to such date, and the Subsidiary Borrower, upon the request of the Administrative Agent or the Required Lenders and until the final expiration date ofthereafter maintain so long as any Letter of Credit and thereafter as long asis outstanding or any amount is payable to theany Issuing BanksBank or the Revolving Loan Lenders in respect of any Letter of Credit, maintain one or morea special collateral accountsaccount pursuant to arrangements satisfactory to the Administrative Agent (all such accounts, collectively, the “L/C(the “LC Collateral Account”Account”) at the Administrative Agent’Agent’s office at the address specified pursuant to [Article XIV],Section 9.01, in the name of the CompanyBorrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Holders of Secured Obligations,Issuing Banks and the Lenders, and in which nothe Borrower shall have any interest other than as set forth in Section 9.1. Eachno interest. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Holders of Secured Obligations,Issuing Banks and the Lenders, a security interest in all of such Borrower’the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the L/CLC Collateral AccountAccount, to secure the prompt and complete payment and performance of the Secured Obligations. The Administrative Agent will invest any funds on deposit from time to time in the L/CLC Collateral Account in certificates of deposit of JPMCBJPMorgan having a maturity not exceeding 30 days. NothingMoneys in this [Section 3.11(A)]the LC Collateral Account shall either obligatebe applied by the Administrative Agent to require anyreimburse the Issuing Banks for LC Disbursements made by the Issuing Banks for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Total LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing greater than 50% of the Total LC Exposure), be applied to satisfy other 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 all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.09, such amount shall be returned to the Borrower to deposit anythe extent that, after giving effect to such return, the Total Credit Exposure would not exceed the Credit Limit and no Default or Event of Default shall have occurred and be continuing. The Administrative Agent agrees that when all Secured Obligations have been paid in full and all Letters of Credit have expired or been terminated, the Administrative Agent will deliver all remaining funds in the L/CLC Collateral Account or limitto the rightBorrower (or such other Person as is entitled thereto under applicable Requirements of Law). If the Administrative Agent to releasedetermines that any funds held in the L/C Collateral Account in each casePerson other than as required by [Section 2.4(B) or 9.1]1] or this [Section 3.11]. In addition, and without limiting the foregoing or [Section 3.3(B)] of this Section, if any L/C Obligations remain outstanding afterBorrower is entitled to such remaining funds, the expiration date specified in said [Section 3.3(B)],Administrative Agent shall use reasonable efforts to give the Borrowers shall immediately deposit into the L/C Collateral Account an amount in cash equal to one hundred five percent (105%)Borrower notice of such L/C Obligations asdetermination in advance of delivering such date.funds to any other Person, but the Administrative Agent shall have no liability for the failure to deliver such notice.

Each Borrower agrees that the Company will, on behalf of itself and the Subsidiary Borrower, upon the request ofAll amounts prepaid pursuant to subsection # above shall be held by the Administrative Agent in one or more separate collateral accounts (each such account, and the Required Lenderscredit balances, properties, and untilany investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the final expiration dateforegoing and all proceeds of and earnings on any of the foregoing being collectively called the “Collateral Account”) as security for, and for application by the Administrative Agent (to the extent available) to, the reimbursement of any payment under any Letter of Credit andthen or thereafter as long as any amount is payablemade by the L/C Issuer, and to the Issuing Banks orpayment of the Revolving Loan Lenders in respectunpaid balance of any Letter of Credit, maintain one or more special collateral accounts pursuant to arrangements satisfactory to the Administrative Agent (all such accounts, collectively, the “L/Call other Secured Obligations. The Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to [Article XIV],Account shall be held in the name of and subject to the Company but under the soleexclusive dominion and control of the Administrative Agent,Agent for the benefit of the Holders of Secured Obligations,Administrative Agent, the Lenders, and in which no Borrower shall have any interest other than as set forth in Section 9.1. Each Borrower hereby pledges, assignsthe L/C Issuer. If and grants towhen requested by the Borrower, the Administrative Agent, on behalf of and for the ratable benefit of the Holders of Secured Obligations, a security interest in all of such Borrower’s right, title and interest in and to allAgent shall invest funds which may from time to time be on depositheld in the L/C Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in direct obligations of, or obligations the L/C Collateral Account in certificatesprincipal of depositand interest on which are unconditionally guaranteed by, the United States of JPMCB havingAmerica with a remaining maturity not exceeding 30 days. Nothing in this [Section 3.11(A)] shall either obligateof one year or less, provided that the Administrative Agent is irrevocably authorized to require anysell investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts due and owing from the Borrower to deposit any funds in the L/C Collateral Account or limit the right ofIssuer, the Administrative Agent or the Lenders. Subject to the terms of [Sections 2.14 and 2.15]5], if the Borrower shall have made payment of all obligations referred to in subsection # above required under [Section 2.09(b)], at the request of the Borrower the Administrative Agent shall release any fundsto the Borrower amounts held in the L/C Collateral Account in each case other thanso long as required by [Section 2.4(B)at the time of the release and after giving effect thereto no Default exists. After all Letters of Credit have expired or 9.1]1] or this [Section 3.11]. In addition,been cancelled and without limiting the foregoing or [Section 3.3(B)] of this Section, if any L/C Obligations remain outstanding after the expiration date specifiedor termination of all Revolving Credit Commitments, at the request of the Borrower, the Administrative Agent shall release any remaining amounts held in said [Section 3.3(B)], the Borrowers shall immediately deposit into the L/C Collateral Account an amountfollowing payment in full in cash equal to one hundred five percent (105%) of such L/C Obligations as of such date.all Secured Obligations.

Each Borrower agrees that the Company will, on behalf of itself and the Subsidiary Borrower, upon the request of the Administrative Agent or the Required Lenders and until the final expiration date of any Letter of Credit Collateral Account. The Borrowers hereby agree that they will, from the time a deposit is required pursuant to Section 2.3(a), [Section 9.2(c)], Section 9.3 or [Section 11.9] until the Obligations are satisfied and thereafterall Letters of Credit have expired or been terminated or cancelled or as long as any amount is payable to the Issuing Banks or the Revolving Loan Lenders in respect of any Letter of Credit,otherwise set forth below, maintain one or morea special collateral accounts pursuant to arrangements satisfactory to the Administrative Agent (all such accounts, collectively, the “L/Caccount (the “Letter of Credit Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to [Article XIV],Section 11.1, in the name of the CompanyBorrowers, but under the sole dominion and controlcontrol, including the exclusive right of withdrawal, of the Administrative Agent, for the benefit of the Holders of Secured Obligations,Revolving Loan Lenders, and in which no Borrowerthe Borrowers shall have anyno interest other than as set forth in this [Section 2.3(l)] or in Section 9.1. Each Borrower3. Such Letter of Credit Collateral Account shall be funded to the extent required by Section 2.3(a), [Section 9.2(c)], Section 9.3 or [Section 11.9]. In addition to the foregoing, the Borrowers hereby pledges, assigns and grantsgrant to the Administrative Agent, on behalf of and for the ratable benefit of itself, the Holders of Secured Obligations,Issuing [[Organization A:Organization]] and the Revolving Loan Lenders, a properly perfected security interest in alland lien on the Letter of such Borrower’s right, titleCredit Collateral Account, any cash or other funds, notes, certificates of deposit and interest in and to all funds whichother instruments that may from time to timehereafter be on deposit in the L/CLetter of Credit Collateral AccountAccount, any certificates or instruments from time to time evidencing or representing the Letter of Credit Collateral Account, all interest, dividends and other property distributed in respect of or in exchange for the foregoing, and the proceeds thereof (the “Letter of Credit Collateral”), all to secure the prompt and complete payment and performance of the Obligations.Obligations as set forth below. The Administrative AgentBorrowers agree that they will investnot # sell or otherwise dispose of any funds on deposit from time to timeinterest in the L/CLetter of Credit Collateral Account in certificatesor # create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of deposit of JPMCB having a maturity not exceeding 30 days. Nothing in this [Section 3.11(A)] shall either obligate the Administrative Agent to require any Borrower to deposit any funds in the L/C Collateral Account or limit the right of the Administrative Agent to release any funds held in the L/C Collateral Account in each case other than as required by [Section 2.4(B) or 9.1]1] or this [Section 3.11]. In addition, and without limiting the foregoing or [Section 3.3(B)] of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said [Section 3.3(B)], the Borrowers shall immediately deposit into the L/C Collateral Account an amount in cash equal to one hundred five percent (105%) of such L/C Obligations as of such date.

Each Borrower agrees thatThe Administrative Agent shall have exclusive dominion and control, including the Company will,exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on behalfthe investment of itselfsuch deposits, which investments shall be made at the option and the Subsidiary Borrower, upon the requestsole discretion of the Administrative Agent and at each Borrower’s risk and expense, such deposits shall not bear interest. Interest or the Required Lenders and until the final expiration date of any Letter of Credit and thereafter as long as any amount is payable to the Issuing Banks or the Revolving Loan Lenders in respect of any Letter of Credit, maintain one or more special collateral accounts pursuant to arrangements satisfactory to the Administrative Agent (allprofits, if any, on such accounts, collectively, the “L/C Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to [Article XIV],investments shall accumulate in the name of the Company but under the sole dominion and control of the Administrative Agent, for the benefit of the Holders of Secured Obligations, and in which no Borrower shall have any interest other than as set forth in Section 9.1. Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Holders of Secured Obligations, a security interest in all of such Borrower’s right, title and interest in and to all funds which may from time to time be on depositCollateral Account. Moneys in the L/C Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the L/C Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. Nothing in this [Section 3.11(A)] shall either obligatebe applied by the Administrative Agent to requirereimburse each L/C Issuer for L/C Disbursements for which it has not been 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 Borrowers for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with L/C Obligations representing 66-2/3% of the total L/C Obligations), be applied to satisfy other obligations of the Borrowers under this Agreement. If any Borrower is required to deposit any funds in the L/C Collateral Account or limit the rightprovide an amount of cash collateral hereunder as a result of the Administrative Agentoccurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to release any funds held in the L/C Collateral Account in each case other than as required by [Section 2.4(B)such Borrower within three (3) Business Days after all Events of Default have been cured or 9.1]1] or this [Section 3.11]. In addition, and without limiting the foregoing or [Section 3.3(B)] of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said [Section 3.3(B)], the Borrowers shall immediately deposit into the L/C Collateral Account an amount in cash equal to one hundred five percent (105%) of such L/C Obligations as of such date.waived.

Each Borrower agrees thatC Obligations, whether or not the Company will, on behalfbeneficiaries of itselfthe then outstanding Letters of Credit shall have presented the documents required thereunder) shall become immediately due and payable and # if such event is any other Event of Default, either or both of the Subsidiary Borrower,following actions may be taken: # with the consent of the Required Banks, the Administrative Agent may, or upon the request of the Administrative Agent or the Required Lenders and until the final expiration date of any Letter of Credit and thereafter as long as any amount is payable to the Issuing Banks or the Revolving Loan Lenders in respect of any Letter of Credit, maintain one or more special collateral accounts pursuant to arrangements satisfactory toBanks, the Administrative Agent (all such accounts, collectively,shall, by notice to the “L/Company declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and # with the consent of the Required Banks, the Administrative Agent may, or upon the request of the Required Banks, the Administrative Agent shall, by notice to the Company, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including, without limitation, all amounts of L/C Collateral Account”)Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the Administrative Agent’s office at the address specifiedtime of an acceleration pursuant to [Article XIV],the preceding sentence, the applicable Borrower shall at such time deposit in a cash collateral account opened by the nameAdministrative Agent an amount equal to the aggregate then undrawn and unexpired amount of the Company but under the sole dominion and controlLetters of Credit issued for its account. Each Borrower hereby grants to the Administrative Agent, for the benefit of the HoldersIssuing Banks and the L/C Participants, a security interest in such cash collateral to secure all obligations of Secured Obligations,such Borrower under this Agreement and the other Credit Documents. Amounts held in which no Borrowersuch cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have any interestexpired or been fully drawn upon, if any, shall be applied to repay other than as set forthobligations of the applicable Borrower hereunder. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the applicable Borrower hereunder shall have been paid in Section 9.1. Each Borrower hereby pledges, assignsfull, the balance, if any, in such cash collateral account shall be returned to the applicable Borrower. The Borrowers shall execute and grantsdeliver to the Administrative Agent, on behalf of and for the ratable benefitaccount of the HoldersIssuing Banks and the L/C Participants, such further documents and instruments as the Administrative Agent may request to evidence the creation and perfection of Secured Obligations, athe within security interest in all of such Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the L/C Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the L/C Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. Nothing in this [Section 3.11(A)] shall either obligate the Administrative Agent to require any Borrower to deposit any funds in the L/C Collateral Account or limit the right of the Administrative Agent to release any funds held in the L/C Collateral Account in each case other than as required by [Section 2.4(B) or 9.1]1] or this [Section 3.11]. In addition, and without limiting the foregoing or [Section 3.3(B)] of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said [Section 3.3(B)], the Borrowers shall immediately deposit into the L/C Collateral Account an amount in cash equal to one hundred five percent (105%) of such L/C Obligations as of such date.collateral account.

Each Borrower agrees thatThe Administrative Agent shall have exclusive dominion and control, including the Company will,exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on behalfthe investment of itselfsuch deposits, which investments shall be made at the option and the Subsidiary Borrower, upon the requestsole discretion of the Administrative Agent or the Required Lenders and until the final expiration date of any Letter of Credit and thereafter as long as any amount is payable to the Issuing Banks or the Revolving Loan Lenders in respect of any Letter of Credit, maintain one or more special collateral accounts pursuant to arrangements satisfactory to the Administrative Agent (all such accounts, collectively, the “L/C Collateral Account”) at the Administrative Agent’Borrower’s office at the address specified pursuant to [Article XIV],risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the name of the Company but under the sole dominion and control of the Administrative Agent, for the benefit of the Holders of Secured Obligations, and in which no Borrower shall have any interest other than as set forth in Section 9.1. Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Holders of Secured Obligations, a security interest in all of such Borrower’s right, title and interest in and to all funds which may from time to time be on depositCollateral Account. Moneys in the L/C Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the L/C Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. Nothing in this [Section 3.11(A)] shall either obligatebe applied by the Administrative Agent to require any Borrower to deposit any funds inreimburse the L/C Collateral Account or limitIssuer for L/C Disbursements for which it has not been reimbursed, together with related fees, costs, and customary processing charges, and, to the rightextent not so applied, shall be held for the satisfaction of the Administrative Agent to release any funds held inreimbursement obligations of the Borrower for the L/C Collateral Account in each case other than as required by [Section 2.4(B) or 9.1]1] or this [Section 3.11]. In addition, and without limitingObligations at such time or, if the foregoing or [Section 3.3(B)]maturity of this Section, if anythe Loans has been accelerated (but subject to the consent of Lenders with L/C Obligations remain outstanding afterrepresenting 66-2/3% of the expiration date specified in said [Section 3.3(B)], the Borrowers shall immediately deposit into thetotal L/C Collateral AccountObligations), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount in cash equalof 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 one hundred five percent (105%)the Borrower within three (3) Business Days after all Events of such L/C Obligations as of such date.Default have been cured or waived.

Each Borrower agreesCash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company will, on behalf of itself and the Subsidiary Borrower, upon the request ofBorrower Representative receives notice from the Administrative Agent or the Required Lenders and untildemanding the final expiration datedeposit of any Letter of Credit and thereafter as long as any amount is payable to the Issuing Banks or the Revolving Loan Lenders in respect of any Letter of Credit, maintain one or more specialcash collateral accounts pursuant to arrangements satisfactory tothis paragraph, the Borrowers shall deposit in an account with the Administrative Agent (all such accounts, collectively, the “L/C Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to [Article XIV],Agent, in the name of the Company but under the sole dominionAdministrative Agent and control of the Administrative Agent, for the benefit of the Holders of Secured Obligations, and in which no Borrower shall have any interest other than as set forth in Section 9.1. Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Holders of Secured Obligations, a security interest in all of such Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the L/CRevolving Lenders (the “LC Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the L/C Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. Nothing in this [Section 3.11(A)] shall either obligate the Administrative Agent to require any Borrower to deposit any funds in the L/C Collateral Account or limit the right of the Administrative Agent to release any funds held in the L/C Collateral Account in each case other than as required by [Section 2.4(B) or 9.1]1] or this [Section 3.11]. In addition, and without limiting the foregoing or [Section 3.3(B)] of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said [Section 3.3(B)]Account”), the Borrowers shall immediately deposit into the L/C Collateral Account an amount in cash equal to one hundred five percent (105%)105% of such L/C Obligationsthe amount of the LC Exposure as of such date.date plus accrued and unpaid interest thereon; 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 any Borrower described in [clause (h) or (i) of Article VII]I]. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. 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 the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all such Events of Default have been cured or waived as confirmed in writing by the Administrative Agent.