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Cash Collateral Account. At any time and from time to time # after the occurrence and during the continuance of an Event of Default, the Administrative , at the direction or with the consent of the Required Lenders, may require the , to deliver to the Administrative such amount of cash as is equal to 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and # in the event of a prepayment under Section 2.07(b)(iv) or to the extent any amount of a required prepayment under any of [Sections 2.07(b)(i) through 2.07(b)(iii)] remains after prepayment of all outstanding Loans and Letter of Credit Obligations and termination of the Commitments, as contemplated by Section 2.07(d), the Administrative will retain such amount as may then be required to be retained, such amounts in each case under [clauses (i) and (ii) above] to be held by the Administrative in a Cash Collateral Account. The hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative , for the benefit of the Issuing Banks and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Usage, and for application to the ’s Letter of Credit Obligations as and when the same shall arise. The Administrative shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative ), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for all of its obligations thereunder shall be held by the Administrative , for the benefit of the , to be applied against the Obligations in such order and manner as the Administrative may direct. If the is required to provide Cash Collateral pursuant to this [Section 2.04(l)], such amount (to the extent not applied as aforesaid) shall be returned to the on demand, provided that after giving effect to such return # the sum of # the aggregate principal dollar amount of all Revolving Loans outstanding at such time and # the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and # no Event of Default shall have occurred and be continuing at such time. If the is required to provide Cash Collateral pursuant to [Sections 2.07(b)(i) through 2.07(b)(ii)], as contemplated by Section 2.07(d), such amount shall be returned to the on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for all of its obligations thereunder. If the is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the within three Business Days after all Events of Default have been cured or waived.

Cash Collateral. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage) demanding the deposit of Cash Collateral Account. At any time and from timepursuant to time # afterthis paragraph, the occurrence and during the continuance ofBorrower shall deposit in an Event of Default,account with the Administrative , atAgent, in the direction or with the consentname of the Required Lenders, may requireAdministrative Agent and for the , to deliverbenefit of the Lenders and the Issuing Banks, an amount in cash equal to the Administrative Agreed L/C Cash Collateral Amount plus any accrued and unpaid interest thereon; provided that # any such amount of cash asrequired Cash Collateral shall be made in dollars unless such Cash Collateral is equalattributable to 103% of the aggregate Stated Amount of allundrawn Letters of Credit at any timedenominated in a Permitted Foreign Currency or outstanding (whether or not any beneficiary under any Letter of Credit Disbursements made in a Permitted Foreign Currency (in which case such Cash Collateral shall have drawn or be entitled at such time to draw thereunder) anddeposited # in the event of a prepayment under Section 2.07(b)(iv) orapplicable Permitted Foreign Currency in an amount equal to the extent any amountAgreed L/C Cash Collateral Amount of a required prepayment under anysuch undrawn Letters of [Sections 2.07(b)(i) through 2.07(b)(iii)] remains after prepayment of allCredit or outstanding Loans and Letter of Credit Obligations and terminationDisbursements or # in dollars in an amount equal to 105% of the Commitments, as contemplated byDollar Equivalent of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements (with the Dollar Equivalent amount subject to redetermination in accordance with Section 2.07(d)1.05(a)) and # the obligation to deposit such Cash Collateral shall become effective immediately, and such Cash Collateral 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), the Administrative will retain such amount as may then be required to be retained, such amounts in each case under [clauses (i) and (ii) above] toor (j)])])]. Such Cash Collateral shall be held by the Administrative in a Cash Collateral Account. The hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative ,Agent as collateral for the benefitpayment and performance of the Issuing Banksobligations of the Borrower and the Lenders, a Lien upon and security interest in the Cash Collateralany Applicable Account and all amounts held therein from time to time as security for Letter of Credit Usage, and for application to the ’s Letter of Credit Obligations as and when the same shall arise.Party under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such amounts in Cash Equivalents,Collateral, which investments shall be made at the direction of the (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in thesole discretion of the Administrative ), amounts inAgent and at the Borrower’s risk and expense, such Cash Collateral Account shall not bear interest. Interest andor profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent paymentMoneys in such account shall be applied by the applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts)Agent to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for allany disbursements under Letters of its obligations thereunderCredit made by it and for which it has not been reimbursed and, to the extent not so applied, shall be held by the Administrative , for the benefitsatisfaction of the , to be applied againstreimbursement obligations of the Obligations in such orderBorrower and manner asany Applicable Account Party for the Administrative may direct. If the is required to provide Cash Collateral pursuant to this [Section 2.04(l)], such amount (to the extent not applied as aforesaid) shall be returned to the on demand, provided that after giving effect to such return # the sum of # the aggregate principal dollar amount of all Revolving Loans outstanding at such time and # the aggregate Letter of Credit Usage at such time would not exceedor, if the aggregate Revolving Commitments at such time and # no Eventmaturity of Default shall have occurred andthe Loans has been accelerated (but subject to the consent of Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), be continuing at such time.applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral pursuant to [Sections 2.07(b)(i) through 2.07(b)(ii)], as contemplated by Section 2.07(d), such amount shall be returned to the on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for all of its obligations thereunder. If the is required to provide Cash Collateralhereunder 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 (or as otherwise ordered by a court of competent jurisdiction) within threefive Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. At any timeCollateralization. If the Borrower is required to deposit cash collateral pursuant to Section 2.07(c), 2.09 or 7.022], it will establish on or prior to such date, and from time to time # after the occurrence and during the continuance of an Event of Default, the Administrative , at the direction or with the consent of the Required Lenders, may require the , to deliver to the Administrative such amount of cashthereafter maintain so long as is equal to 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawnis outstanding or be entitled at such time to draw thereunder) and # in the event of a prepayment under Section 2.07(b)(iv) or to the extent any amount is payable to any Issuing Bank or the Lenders in respect of a required prepayment under any of [Sections 2.07(b)(i) through 2.07(b)(iii)] remains after prepayment of all outstanding Loans and Letter of Credit Obligations and termination of the Commitments, as contemplated by Section 2.07(d), the Administrative will retain such amount as may then be requiredCredit, a special collateral account pursuant to be retained, such amounts in each case under [clauses (i) and (ii) above] to be held by the Administrative in a Cash Collateral Account. The hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant)arrangements satisfactory to the Administrative ,Agent (the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Section 9.01, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, and in which the Borrower shall have no interest. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Issuing Banks and the Lenders, a Lien upon and security interest in all of the Cash Collateral AccountBorrower’s right, title and interest in and to all amounts held thereinfunds which may from time to time as security for Letterbe on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of Credit Usage, and for application to the ’s Letter of Credit Obligations as and when the same shall arise.Secured Obligations. The Administrative shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other thanAgent will invest any interestfunds on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the (unless an Event of Default shall have occurred and be continuing, in which case the determination asdeposit from time to investments shall be made at the option andtime in the discretionLC Collateral Account in certificates of the Administrative ), amountsdeposit of JPMorgan having a maturity not exceeding 30 days. Moneys in the CashLC Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent paymentbe applied by the applicableAdministrative Agent to reimburse the Issuing Bank, under any LetterBanks 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 Creditthe reimbursement obligations of the Borrower for the Total LC Exposure at anysuch time during which any amounts are held inor, if the Cash Collateral Account,maturity of the Administrative will deliverLoans has been accelerated (but subject to such Issuing Bankthe 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 equal to the Reimbursement Obligation createdof cash collateral hereunder as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for all of its obligations thereunder shall be held by the Administrative , for the benefit of the , to be applied against the Obligations in such order and manner as the Administrative may direct. If the is required to provide Cash Collateral pursuant to this [Section 2.04(l)], such amount (to the extent not applied as aforesaid) shall be returned to the on demand, provided that after giving effect to such return # the sum of # the aggregate principal dollar amount of all Revolving Loans outstanding at such time and # the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and # no Event of Default shall have occurred and be continuing at such time. If the is required to provide Cash Collateral pursuant to [Sections 2.07(b)(i) through 2.07(b)(ii)], as contemplated by Section 2.07(d), such amount shall be returned to the on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for all of its obligations thereunder. If the is required to provide Cash Collateral as a resultoccurrence 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 the 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 LC Collateral Account to the Borrower (or such other Person as is entitled thereto under applicable Requirements of Law). If the Administrative Agent determines that any Person other than the Borrower is entitled to such remaining funds, the Administrative Agent shall use reasonable efforts to give the Borrower notice of such determination in advance of delivering such funds to any other Person, but the Administrative Agent shall have no liability for the failure to deliver such notice.

Cash Collateral Account. AtIf any time and from time to time # after the occurrence and during the continuance of an Event of Default,Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative , at the directionAgent or with the consent of the Required Lenders, may require the , to deliverLenders demanding that its reimbursement obligations with respect to the Administrative such amount of cash as is equal to 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Creditbe Cash Collateralized pursuant to this subsection, the Borrower shall have drawn or be entitled at such time to draw thereunder) and #deposit in an account with the Administrative Agent, in the event of a prepayment under Section 2.07(b)(iv) or to the extent any amount of a required prepayment under any of [Sections 2.07(b)(i) through 2.07(b)(iii)] remains after prepayment of all outstanding Loans and Letter of Credit Obligations and terminationname of the Commitments, as contemplated by Section 2.07(d), the Administrative will retain such amount as may then be required to be retained, such amounts in each case under [clauses (i)Agent and (ii) above] to be held by the Administrative in a Cash Collateral Account. The hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative , for the benefit of the Issuing BanksBank and the Lenders, a Lien uponan amount in cash equal to 105% of the aggregate LC Exposure of all Lenders as of such date plus any accrued and security interest inunpaid fees thereon; provided that such obligation to Cash Collateralize the Cash Collateral Account and all amounts held therein from timereimbursement obligations of the Borrower with respect to time as security for Letterthe Letters of Credit Usage,shall become effective immediately, and for applicationsuch deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event of Default with respect to the [[Borrower:Organization]Borrower described in [Section 8.1(g) or (h)]’s Letter)]. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of Credit Obligations as and when the same shall arise.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. The Borrower agrees to execute any documents and/or certificates to effectuate the intent of this subsection. Other than any interest earned on the investment of such amounts in Cash Equivalents,deposits, which investments shall be made at the direction of the (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in thesole discretion of the Administrative ), amounts inAgent and at the Cash Collateral AccountBorrower’s risk and expense, such deposits shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent paymentMoneys in such account shall be applied by the applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held inAdministrative Agent to reimburse the Cash Collateral Account, the Administrative will deliver to such Issuing Bank an amount equalfor LC Disbursements for which it had not been reimbursed and, to the Reimbursement Obligation createdextent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, with the consent of the Required Lenders, be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. If the Borrower is required to Cash Collateralize its reimbursement obligations with respect to the Letters of Credit as a result of the occurrence of an Event of Default, such payment (or, if the amountscash collateral so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for all of its obligations thereunder shall be held by the Administrative , for the benefit of the , to be applied against the Obligations in such order and manner as the Administrative may direct. If the is required to provide Cash Collateral pursuant to this [Section 2.04(l)], such amountposted (to the extent not so applied as aforesaid) shall be returned to the on demand, provided that after giving effect to such return # the sum of # the aggregate principal dollar amount of all Revolving Loans outstanding at such time and # the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and # no Event of Default shall have occurred and be continuing at such time. If the is required to provide Cash Collateral pursuant to [Sections 2.07(b)(i) through 2.07(b)(ii)], as contemplated by Section 2.07(d), such amount shall be returned to the on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for all of its obligations thereunder. If the is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative receives notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account. AtAccount”), an amount in cash equal to 105% of the amount of the LC Exposure as of such 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 time and from time to time # afterkind, upon the occurrence and during the continuance of anany Event of Default, the Administrative , at the directionDefault with respect to any Borrower described in [clause (h) or with the consent(i) of the Required Lenders, may require the , to deliver to the Administrative such amount of cash as is equal to 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of CreditArticle VII]I]. Such deposit shall have drawn or be entitled at such time to draw thereunder) and # in the event of a prepayment under Section 2.07(b)(iv) or to the extent any amount of a required prepayment under any of [Sections 2.07(b)(i) through 2.07(b)(iii)] remains after prepayment of all outstanding Loans and Letter of Credit Obligations and termination of the Commitments, as contemplated by Section 2.07(d), the Administrative will retain such amount as may then be required to be retained, such amounts in each case under [clauses (i) and (ii) above] to be held by the Administrative in a Cash Collateral Account. The hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative ,Agent as collateral for the benefitpayment and performance of the Issuing Banks and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Usage, and for application to the ’s Letter of Credit Obligations as and when the same shall arise.Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.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 amounts in Cash Equivalents,deposits, which investments shall be made at the direction of the (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in thesole discretion of the Administrative ), amounts inAgent and at the Cash Collateral AccountBorrowers’ risk and expense, such deposits shall not bear interest. Interest andor profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent paymentLC Collateral Account. Moneys in the LC Collateral Account shall be applied by the applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held inAdministrative Agent to reimburse the Cash Collateral Account, the Administrative will deliver to such 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 equal to the Reimbursement Obligation createdof cash collateral hereunder as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for all of its obligations thereunder shall be held by the Administrative , for the benefit of the , to be applied against the Obligations in such order and manner as the Administrative may direct. If the is required to provide Cash Collateral pursuant to this [Section 2.04(l)], such amount (to the extent not applied as aforesaid) shall be returned to the on demand, provided that after giving effect to such return # the sum of # the aggregate principal dollar amount of all Revolving Loans outstanding at such time and # the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and # no Event of Default shall have occurred and be continuing at such time. If the is required to provide Cash Collateral pursuant to [Sections 2.07(b)(i) through 2.07(b)(ii)], as contemplated by Section 2.07(d), such amount shall be returned to the on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for all of its obligations thereunder. If the is required to provide Cash Collateral as a resultoccurrence 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.waived as confirmed in writing by the Administrative Agent.

Cash Collateral Account. AtCollateralization. If any time and from time to time # after the occurrence and during the continuance of an Event of Default,Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative , atAgent or the direction orRequired Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the consentAdministrative Agent, in the name of the Required Lenders, may requireAdministrative Agent and for the benefit of the Lenders (the “LC Collateral Account”), to deliver to the Administrative suchan amount ofin cash as is equal to 103% of the aggregate Stated Amountamount of allthe LC Exposure as of such date plus accrued and unpaid interest thereon (or with respect to Letters of Credit atin an Alternate Currency, such greater percentage of the amount of the LC Exposure as the Administrative Agent shall specify in its sole discretion); 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 time outstanding (whether or notkind, upon the occurrence of any beneficiary under any LetterEvent of Credit shall have drawn or be entitled at such time to draw thereunder) and # in the event of a prepayment under Section 2.07(b)(iv) orDefault with respect to the extent any amountBorrower described in [clause (h) or (i) of a required prepayment under any of [Sections 2.07(b)(i) through 2.07(b)(iii)] remains after prepayment of all outstanding Loans and Letter of Credit Obligations and termination of the Commitments, as contemplated by Section 2.07(d), the Administrative will retain such amount as may then be required to be retained, such amounts in each case under [clauses (i) and (ii) above] toArticle VII]. Such deposit shall be held by the Administrative in a Cash Collateral Account. The hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative ,Agent as collateral for the benefitpayment and performance of the Issuing Banks and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Usage, and for application to the ’s Letter of Credit Obligations as and when the same shall arise.Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account to secure the Obligations. Other than any interest earned on the investment of such amounts in Cash Equivalents,deposits, which investments shall be made at the direction of the (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in thesole discretion of the Administrative ), amounts inAgent and at the Cash Collateral AccountBorrower’s risk and expense, such deposits shall not bear interest. Interest andor profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent paymentLC Collateral Account. Moneys in the LC Collateral Account shall be applied by the applicableAdministrative Agent to reimburse the Issuing Bank, under any LetterBanks for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of Creditthe reimbursement obligations of the Borrower for the LC Exposure at anysuch time during which any amounts are held inor, if the Cash Collateral Account,maturity of the Administrative will deliverLoans has been accelerated (but subject to such Issuing Bankthe consent of Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure), be applied to satisfy other Secured Obligations. If the Borrower is required to provide an amount equal to the Reimbursement Obligation createdof cash collateral hereunder as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for all of its obligations thereunder shall be held by the Administrative , for the benefit of the , to be applied against the Obligations in such order and manner as the Administrative may direct. If the is required to provide Cash Collateral pursuant to this [Section 2.04(l)], such amount (to the extent not applied as aforesaid) shall be returned to the on demand, provided that after giving effect to such return # the sum of # the aggregate principal dollar amount of all Revolving Loans outstanding at such time and # the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and # no Event of Default shall have occurred and be continuing at such time. If the is required to provide Cash Collateral pursuant to [Sections 2.07(b)(i) through 2.07(b)(ii)], as contemplated by Section 2.07(d), such amount shall be returned to the on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for all of its obligations thereunder. If the is required to provide Cash Collateral as a resultoccurrence 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 Defaultsuch Defaults have been cured or waived.

Cash Collateral Account. AtCollateralization. If any timeEvent of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from timethe Administrative Agent or the Required [[Organization A:Organization]] (or, if the maturity of the Loans has been accelerated, a Majority in Interest of the Revolving [[Organization A:Organization]]) demanding the deposit of cash collateral pursuant to time # afterthis paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the [[Organization A:Organization]], an amount in cash equal to the LC Exposure as of such date plus any 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 and during the continuance of anany Event of Default, the Administrative , at the direction orDefault with the consent of the Required Lenders, may require the , to deliverrespect to the Administrative such amountBorrower described in [clause (i) or (j) of Section 7.01]. The Borrower also shall deposit cash collateral in accordance with this paragraph as is equal to 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and # in the event of a prepayment under Section 2.07(b)(iv) or to the extent any amount of a required prepayment under any of [Sectionsby [Section 2.07(11(b)(i) through or 2.07(b)(iii)] remains after prepayment of all outstanding Loans and Letter of Credit Obligations and termination of the Commitments, as contemplated by Section 2.07(d), the Administrative will retain20]0]. Each such amount as may then be required to be retained, such amounts in each case under [clauses (i) and (ii) above] todeposit shall be held by the Administrative in a Cash Collateral Account. The hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative ,Agent as collateral for the benefitpayment and performance of the Issuing Banks andobligations of the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Usage, and for application to the ’s Letter of Credit Obligations as and when the same shall arise.Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such amounts in Cash Equivalents,deposits, which investments shall be made at the direction of the (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in thesole discretion of the Administrative ), amounts inAgent and at the Cash Collateral AccountBorrower’s risk and expense, such deposits shall not bear interest. Interest andor profits, if any, on such investments shall accumulate in such account. InMoneys in such account shall be applied by the eventAdministrative Agent to reimburse the Issuing Banks for LC Disbursements 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 LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of a drawing, and subsequent payment byMajority in Interest of the applicable Issuing Bank,Revolving [[Organization A:Organization]]), be applied to satisfy other obligations of the Borrower under any Letter of Credit at any time during which any amounts are held inthis Agreement. If the Cash Collateral Account, the Administrative will deliverBorrower is required to such Issuing Bankprovide an amount equal to the Reimbursement Obligation createdof cash collateral hereunder as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for all of its obligations thereunder shall be held by the Administrative , for the benefit of the , to be applied against the Obligations in such order and manner as the Administrative may direct. If the is required to provide Cash Collateral pursuant to this [Section 2.04(l)], such amount (to the extent not applied as aforesaid) shall be returned to the on demand, provided that after giving effect to such return # the sum of # the aggregate principal dollar amount of all Revolving Loans outstanding at such time and # the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and # no Event of Default shall have occurred and be continuing at such time. If the is required to provide Cash Collateral pursuant to [Sections 2.07(b)(i) through 2.07(b)(ii)], as contemplated by Section 2.07(d), such amount shall be returned to the on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for all of its obligations thereunder. If the is required to provide Cash Collateral as a resultoccurrence 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 the date on which 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 2.11(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 Aggregate Revolving Exposure would not exceed the Aggregate Revolving Commitment and no Default shall have occurred and be continuing.

Cash Collateral Account. AtIf any time and from time to time # after the occurrence and during the continuance of an Event of Default,Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative , at the directionAgent or with the consent of the Required Lenders, may require the , to deliverLenders demanding that its reimbursement obligations with respect to the Administrative such amount of cash as is equal to 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Creditbe Cash Collateralized pursuant to this subsection, the Borrower shall have drawn or be entitled at such time to draw thereunder) and #deposit in an account with the Administrative Agent, in the event of a prepayment under Section 2.07(b)(iv) or to the extent any amount of a required prepayment under any of [Sections 2.07(b)(i) through 2.07(b)(iii)] remains after prepayment of all outstanding Loans and Letter of Credit Obligations and terminationname of the Commitments, as contemplated by Section 2.07(d), the Administrative will retain such amount as may then be required to be retained, such amounts in each case under [clauses (i)Agent and (ii) above] to be held by the Administrative in a Cash Collateral Account. The hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative , for the benefit of the Issuing Banks (as applicable) and the Lenders, a Lien uponan amount in cash equal to 105% of the aggregate LC Exposure of all Lenders as of such date plus any accrued and security interest inunpaid fees thereon; provided that such obligation to Cash Collateralize the Cash Collateral Account and all amounts held therein from timereimbursement obligations of the Borrower with respect to time as security for Letterthe Letters of Credit Usage,shall become effective immediately, and for applicationsuch deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event of Default with respect to the [[Borrower:Organization]Borrower described in [Section 8.1(h) or (i)]’s Letter)]. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of Credit Obligations as and when the same shall arise.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. The Borrower agrees to execute any documents and/or certificates to effectuate the intent of this subsection. Other than any interest earned on the investment of such amounts in Cash Equivalents,deposits, which investments shall be made at the direction of the (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in thesole discretion of the Administrative ), amounts inAgent and at the Cash Collateral AccountBorrower’s risk and expense, such deposits shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent paymentMoneys in such account shall be applied by the applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative will deliverAgent to suchreimburse each Issuing Bank an amount equalfor LC Disbursements for which it had not been reimbursed and, to the Reimbursement Obligation createdextent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, with the consent of the Required Lenders, be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. If the Borrower is required to Cash Collateralize its reimbursement obligations with respect to the Letters of Credit as a result of the occurrence of an Event of Default, such payment (or, if the amountscash collateral so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for all of its obligations thereunder shall be held by the Administrative , for the benefit of the , to be applied against the Obligations in such order and manner as the Administrative may direct. If the is required to provide Cash Collateral pursuant to this [Section 2.04(l)], such amountposted (to the extent not so applied as aforesaid) shall be returned to the on demand, provided that after giving effect to such return # the sum of # the aggregate principal dollar amount of all Revolving Loans outstanding at such time and # the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and # no Event of Default shall have occurred and be continuing at such time. If the is required to provide Cash Collateral pursuant to [Sections 2.07(b)(i) through 2.07(b)(ii)], as contemplated by Section 2.07(d), such amount shall be returned to the on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for all of its obligations thereunder. If the is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. AtCollateralization. If any time and from time to time # after the occurrence and during the continuance of an Event of Default,Default under [clause (a), (b), (h) or (i) of Section 7.01] shall occur and be continuing, on the Business Day on which the Borrower receives notice from the Administrative , atAgent or the direction or withRequired Lenders (or, if the consentmaturity of the Required Lenders, may require the , to deliver to the Administrative such amount of cash as is equal to 103%Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate Stated AmountLC Exposure of all LettersRevolving Lenders) demanding the deposit of Credit at any time outstanding (whether or not any beneficiary under any Letter of CreditCash Collateral pursuant to this paragraph, the Borrowers shall have drawn or be entitled at such time to draw thereunder) and #deposit in an account with the Administrative Agent, in the event of a prepayment under Section 2.07(b)(iv) or to the extent any amount of a required prepayment under any of [Sections 2.07(b)(i) through 2.07(b)(iii)] remains after prepayment of all outstanding Loans and Letter of Credit Obligations and terminationname of the Commitments, as contemplated by Section 2.07(d), the Administrative will retain such amount as may then be required to be retained, such amounts in each case under [clauses (i)Agent and (ii) above] to be held by the Administrative in a Cash Collateral Account. The hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative , for the benefit of the Issuing Banks and the Lenders, a Lien uponan amount of cash in dollars equal to 103% of the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and securityunpaid interest inthereon; provided that the obligation to deposit such Cash Collateral Accountshall become effective immediately, and all amounts held therein from time to time as security for Lettersuch deposit shall become immediately due and payable, without demand or other notice of Credit Usage, and for applicationany kind, upon the occurrence of any Event of Default with respect to the ’s LetterBorrowers described in [clause (h) or (i) of Credit ObligationsSection 7.01]. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and whento the sameextent required by [Section 2.11(b)]. Each such deposit shall arise.be held by the Agent as collateral for the payment and performance of the obligations of the 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 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. Other than any interest earned on the investment of such amounts in Cash Equivalents,deposits, which investments shall be made at the direction of the (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in thesole discretion of the Administrative ), amountsAgent in Permitted Investments and at the Cash Collateral AccountBorrowers risk and expense, such deposits shall not bear interest. Interest andor profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent paymentMoneys in such account shall be applied by the applicableAdministrative Agent to reimburse the Issuing Bank,Banks for LC Disbursements 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 Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under any Letterthis Agreement in accordance with the terms of Credit at any time during which any amountsthe Loan Documents. If the Borrowers are held in therequired to provide an amount of Cash Collateral Account, the Administrative will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation createdhereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such payment (or, ifamount (to the amounts so held are less than such Reimbursement Obligation,extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral AccountDefault have been cured or waived or after the expirationtermination of all Letters of Credit and reimbursement in full of each Issuing Bank for all of its obligations thereunder shall be held by the Administrative , for the benefit of the , to be applied against the Obligations in such order and mannerDefaulting Lender status, as the Administrative may direct.applicable. If the isBorrowers are required to provide an amount of Cash Collateral hereunder pursuant to this [Section 2.04(l)11(b)], such amount (to the extent not applied as aforesaid) shall be returned to the on demand, provided thatBorrowers as and to the extent that, after giving effect to such return #return, the sum of # the aggregate principal dollar amount of all Revolving Loans outstanding at such timeBorrowers would remain in compliance with [Section 2.11(b)] and # the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and # no Event of Default shall have occurred and be continuing at such time. If the is required to provide Cash Collateral pursuant to [Sections 2.07(b)(i) through 2.07(b)(ii)], as contemplated by Section 2.07(d), such amount shall be returned to the on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for all of its obligations thereunder. If the is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the within three Business Days after all Events of Default have been cured or waived.continuing.

Cash Collateral Account. AtCollateralization. If any timeEvent of Default shall occur and from time to timebe continuing, # afterin the occurrence and during the continuancecase of an Event of Default,Default described in [Section 7.01(h) or 7.01(i)])], on the Administrative , at the directionBusiness Day or with the consent of the Required Lenders, may require the , to deliver to the Administrative such amount of cash as is equal to 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and # in the eventcase of a prepayment under Section 2.07(b)(iv)any other Event of Default, on the third (3rd) Business Day, in each case, 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 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 or accounts with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to 105% 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 [Section 7.01(h) or 7.01(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. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent any amount of a required prepayment under any of [Sectionsby [Section 2.07(11(b)(i) through]. Each such deposit pursuant to this paragraph or pursuant to [Section 2.07(11(b)(iii)] remains after prepayment of all outstanding Loans and Letter of Credit Obligations and termination of the Commitments, as contemplated by Section 2.07(d), the Administrative will retain such amount as may then be required to be retained, such amounts in each case under [clauses (i) and (ii) above] toshall be held by the Administrative in a Cash Collateral Account. The hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative ,Agent as collateral for the benefitpayment and performance of the Issuing Banks and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Usage, and for application to the ’s Letter of Credit Obligations as and when the same shall arise.Secured Obligations. 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 a security interest in such account. Other than any interest earned on the investment of such amounts in Cash Equivalents,deposits, which investments shall be made at the direction of the (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in thesole discretion of # for so long as an Event of Default shall be continuing, the Administrative ), amountsAgent and # at any other time, the Borrower, in each case, in Permitted Investments and at the Cash Collateral Accountrisk and expense of the Borrower, such deposits shall not bear interest. Interest andor profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent paymentMoneys in such account shall be applied by the applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held inAdministrative Agent to reimburse the Cash Collateral Account, the Administrative will deliver to such Issuing Bank for L/C Disbursements for which the Issuing Bank 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 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 Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other Secured Obligations. If the Borrower is required to provide an amount equal to the Reimbursement Obligation createdof cash collateral hereunder as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for all of its obligations thereunder shall be held by the Administrative , for the benefit of the , to be applied against the Obligations in such order and manner as the Administrative may direct. If the is required to provide Cash Collateral pursuant to this [Section 2.04(l)], such amount (to the extent not applied as aforesaid) shall be returned to the on demand, provided that after giving effect to such return # the sum of # the aggregate principal dollar amount of all Revolving Loans outstanding at such time and # the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and # no Event of Default shall have occurred and be continuing at such time. If the is required to provide Cash Collateral pursuant to [Sections 2.07(b)(i) through 2.07(b)(ii)], as contemplated by Section 2.07(d), such amount shall be returned to the on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for all of its obligations thereunder. If the is required to provide Cash Collateral as a resultoccurrence 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 2.11(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 shall have occurred and be continuing.

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