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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 pursuant to this 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 Lenders and the Issuing Banks, an amount in cash equal to the Agreed L/C Cash Collateral Amount plus any accrued and unpaid interest thereon; provided that # any such required Cash Collateral shall be made in dollars unless such Cash Collateral is attributable to undrawn Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (in which case such Cash Collateral shall be deposited # in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements or # in dollars in an amount equal to 105% of the Dollar 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 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), (i) or (j)])])]])])]. Such Cash Collateral shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower and any Applicable Account 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 Cash Collateral, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such Cash Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for any disbursements under Letters of Credit made by it and 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 Borrower and any Applicable Account Party for the Letter of Credit Usage at such time or, if the maturity of the 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 applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower (or as otherwise ordered by a court of competent jurisdiction) within five Business Days after all Events of Default have been cured or waived.

Cash Collateral.Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the BorrowerCompany 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 UsageLC Exposures representing greatermore than 50% of the total Letter of Credit Usage)LC Exposure) demanding the deposit of Cash Collateralcash collateral pursuant to this paragraph, theeach Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and the Issuing Banks, an amount in cash equal to the Agreed L/C Cash Collateral Amountportion of the LC Exposure attributable to Letters of Credit issued for the account of such Borrower as of such date plus any accrued and unpaid interest thereon; provided that # any such required Cash Collateral shall be madeamounts payable in dollars unless such Cash Collateral is attributable to undrawn Lettersrespect of Credit denominated in a Permitted Foreign Currency or outstandingany Letter of Credit Disbursements made in a Permitted Foreign Currency (in which case such Cash Collateralor LC Disbursement shall be deposited #payable in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amountcurrency of such undrawn LettersLetter of Credit or outstandingLC Disbursement, except that if the applicable Borrower’s reimbursement obligations in respect of such Letter of Credit Disbursements or #LC Disbursement have been converted to obligations in dollarsUS Dollars as provided in an amount equal to 105%paragraph [(e) or (o)])] of the Dollar Equivalentthis Section, then amounts payable in respect of such undrawn LettersLetter of Credit or outstanding Letter of Credit Disbursements (with the Dollar Equivalent amount subject to redeterminationLC Disbursement and interest accrued thereon shall be payable in accordance with [Section 1.05(a)])US Dollars and # the obligation to deposit such Cash Collateralcash collateral shall become effective immediately, and such Cash Collateraldeposit 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 theany Borrower described in [[Section 7.01(h),clause (h) or (i) or (j)of Article VII]I]])])]])])]I]. Such Cash CollateralThe Borrowers shall also deposit cash collateral in accordance with this paragraph as and to the extent required by [Section 2.21]. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligationsObligations, and the applicable Borrower hereby creates in favor of the Borrower and any Applicable Account Party under this Agreement.Administrative Agent a security interest in each such deposit to secure such Obligations. 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 Cash Collateral,deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’applicable Borrower’s risk and expense, such Cash Collateraldeposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse eachthe Issuing BankBanks for any disbursements under Letters of Credit made by it andLC Disbursements for which it hasthey have not been reimbursedreimbursed, 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 applicable Borrower and any Applicable Account Party for the Letter of Credit UsageLC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Letter of Credit UsageLC Exposure representing greatermore than 50% of the total LetterLC Exposure and, in the case of Credit Usage)any such application at a time when any Global Tranche Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the BorrowerBorrowers under this Agreement. If thea Borrower is required to provide an amount of Cash Collateralcash 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 thesuch Borrower (or as otherwise ordered by a court of competent jurisdiction) within fivethree Business Days after all Events of Default have been cured or waived.

Cash Collateral.Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the BorrowerCompany 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 UsageLC Exposures representing greatermore than 50% of the total Letter of Credit Usage)LC Exposure) demanding the deposit of Cash Collateralcash collateral pursuant to this paragraph, theeach Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and the Issuing Banks, an amount in cash equal to the Agreed L/C Cash Collateral Amountportion of the LC Exposure attributable to Letters of Credit issued for the account of such Borrower as of such date plus any accrued and unpaid interest thereon; provided that # any such required Cash Collateral shall be madeamounts payable in dollars unless such Cash Collateral is attributable to undrawn Lettersrespect of Credit denominated in a Permitted Foreign Currency or outstandingany Letter of Credit Disbursements made in a Permitted Foreign Currency (in which case such Cash Collateralor LC Disbursement shall be deposited #payable in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amountcurrency of such undrawn LettersLetter of Credit or outstanding LetterLC Disbursement, except that LC Disbursements in a currency in respect of Credit Disbursements orwhich the applicable Borrower’s reimbursement obligations have been converted to obligations in US Dollars as provided in paragraph # of this Section and interest accrued thereon shall be payable in dollars in an amount equal to 105% of the Dollar 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 1.05(a)])US Dollars and # the obligation to deposit such Cash Collateralcash collateral shall become effective immediately, and such Cash Collateraldeposit 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 theany Borrower described in [[Section[Section 7.01(h), (i) or (j)])])]7.01(i)])])]. The Borrowers shall also deposit cash collateral in accordance with this paragraph as and to the extent required by [Section 2.21]. Such Cash Collateraldeposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligationsObligations, and the applicable Borrower hereby creates in favor of the Borrower and any Applicable Account Party under this Agreement.Administrative Agent a security interest in each such deposit to secure such Obligations. 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 Cash Collateral,deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’applicable Borrower’s risk and expense, such Cash Collateraldeposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse eachthe Issuing BankBanks for any disbursements under Letters of Credit made by it andLC Disbursements for which it hasthey have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower and any Applicable Account Party for the Letter of Credit UsageLC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Letter of Credit UsageLC Exposure representing greatermore than 50% of the total Letter of Credit Usage)LC Exposure), be applied to satisfy other obligations of the BorrowerBorrowers under this Agreement. If thea Borrower is required to provide an amount of Cash Collateralcash 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 thesuch Borrower (or as otherwise ordered by a court of competent jurisdiction) within fivethree Business Days after all Events of Default have been cured or waived.

Cash Collateral.Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the BorrowerCompany 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 UsageLC Exposures representing greatermore than 50% of the total Letter of Credit Usage)LC Exposure) demanding the deposit of Cash Collateralcash collateral pursuant to this paragraph, theeach Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and the Issuing Banks, an amount in cash equal to the Agreed L/C Cash Collateral Amountportion of the LC Exposure attributable to Letters of Credit issued for the account of such Borrower as of such date plus any accrued and unpaid interest thereon; provided that # any such required Cash Collateral shall be madeamounts payable in dollars unless such Cash Collateral is attributable to undrawn Lettersrespect of Credit denominated in a Permitted Foreign Currency or outstandingany Letter of Credit Disbursements made in a Permitted Foreign Currency (in which case such Cash Collateralor LC Disbursement shall be deposited #payable in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amountcurrency of such undrawn LettersLetter of Credit or outstanding LetterLC Disbursement, except that LC Disbursements in a currency in respect of Credit Disbursements orwhich the applicable Borrower’s reimbursement obligations have been converted to obligations in US Dollars as provided in paragraph # of this Section and interest accrued thereon shall be payable in dollars in an amount equal to 105% of the Dollar 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 1.05(a)])US Dollars and # the obligation to deposit such Cash Collateralcash collateral shall become effective immediately, and such Cash Collateraldeposit 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 theany Borrower described in [[Section 7.01(h), (i) or (j)])7.01(i)])]])])]. The Borrowers shall also deposit cash collateral in accordance with this paragraph as and to the extent required by [Section 2.21]. Such Cash Collateraldeposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligationsObligations, and the applicable Borrower hereby creates in favor of the Borrower and any Applicable Account Party under this Agreement.Administrative Agent a security interest in each such deposit to secure such Obligations. 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 Cash Collateral,deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’applicable Borrower’s risk and expense, such Cash Collateraldeposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse eachthe Issuing BankBanks for any disbursements under Letters of Credit made by it andLC Disbursements for which it hasthey have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower and any Applicable Account Party for the Letter of Credit UsageLC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Letter of Credit UsageLC Exposure representing greatermore than 50% of the total Letter of Credit Usage)LC Exposure), be applied to satisfy other obligations of the BorrowerBorrowers under this Agreement. If thea Borrower is required to provide an amount of Cash Collateralcash 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 thesuch Borrower (or as otherwise ordered by a court of competent jurisdiction) within fivethree Business Days after all Events of Default have been cured or waived.

Cash Collateral.Collateralization. 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 UsageLC Exposure representing greater than 50% of the total Letter of Credit Usage)aggregate LC Exposure) demanding the deposit of Cash Collateralcash collateral pursuant to this 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 Lenders and the Issuing Banks,(the “LC Collateral Account”), an amount in cash equal to 103% of the Agreed L/C Cash Collateral Amountamount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that # any such required Cash Collateral shall be made in dollars unless such Cash Collateral is attributablethereon (or with respect to undrawn Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (in which case such Cash Collateral shall be deposited # in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount ofAlternate Currency, such undrawn Letters of Credit or outstanding Letter of Credit Disbursements or # in dollars in an amount equal to 105%greater percentage of the Dollar Equivalentamount of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements (with the Dollar Equivalent amount subject to redeterminationLC Exposure as the Administrative Agent shall specify in accordance with [Section 1.05(a)]) and #its sole discretion); provided, that the obligation to deposit such Cash Collateralcash collateral shall become effective immediately, and such Cash Collateraldeposit 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),clause (h) or (i) or (j)])])]])])of Article VII]I]]. Such Cash Collateraldeposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower and any Applicable Account Party under this Agreement.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 Cash Collateral,deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’Borrower’s risk and expense, such Cash Collateraldeposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account.the LC Collateral Account. Moneys in such accountthe LC Collateral Account shall be applied by the Administrative Agent to reimburse eachthe Issuing BankBanks for any disbursements under Letters of Credit made by it andLC 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 Borrower and any Applicable Account Party for the Letter of Credit UsageLC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Letter of Credit UsageLC Exposure representing greater than 50% of the total Letter of Credit Usage)aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement.Secured Obligations. If the Borrower is required to provide an amount of Cash Collateralcash 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 (or as otherwise ordered by a court of competent jurisdiction) within fivethree (3) Business Days after all Events of Defaultsuch Defaults 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, ifdemanding that its reimbursement obligations with respect to the maturity of the Loans has been accelerated, Lenders with LetterLetters of Credit Usage representing greater than 50% of the total Letter of Credit Usage) demanding the deposit ofbe Cash CollateralCollateralized pursuant to this paragraph,subsection, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersIssuing Bank and the Issuing Banks,Lenders, an amount in cash equal to 105% of the Agreed L/C Cash Collateral Amountaggregate LC Exposure of all Lenders as of such date plus any accrued and unpaid interestfees thereon; provided that # any such requiredobligation to Cash Collateral shall be made in dollars unless such Cash Collateral is attributableCollateralize the reimbursement obligations of the Borrower with respect to undrawnthe Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (in which case such Cash Collateral shall be deposited # in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements or # in dollars in an amount equal to 105% of the Dollar 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 1.05(a)]) and # the obligation to deposit such Cash Collateral shall become effective immediately, and such Cash Collateraldeposit 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), (i)8.1(g) or (j)(h)])])]])])]. Such Cash Collateraldeposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower and any Applicable Account Party 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 Cash Collateral,deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such Cash Collateraldeposits shall not bear interest. Interest orand profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse eachthe Issuing Bank for any disbursements under Letters of Credit made by it andLC Disbursements for which it hashad not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower and any Applicable Account Party for the Letter of Credit UsageLC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject toaccelerated, with the consent of Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage),Required Lenders, be applied to satisfy other obligations of the Borrower under this Agreement.Agreement and the other Loan Documents. If the Borrower is required to provide an amountCash Collateralize its reimbursement obligations with respect to the Letters of Cash Collateral hereunderCredit as a result of the occurrence of an Event of Default, such amountcash collateral so posted (to the extent not so applied as aforesaid) shall be returned to the Borrower (or as otherwise ordered by a court of competent jurisdiction) within fivethree (3) 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, ifdemanding that its reimbursement obligations with respect to the maturity of the Loans has been accelerated, Lenders with LetterLetters of Credit Usage representing greater than 50% of the total Letter of Credit Usage) demanding the deposit ofbe Cash CollateralCollateralized pursuant to this paragraph,subsection, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersIssuing Banks (as applicable) and the Issuing Banks,Lenders, an amount in cash equal to 105% of the Agreed L/C Cash Collateral Amountaggregate LC Exposure of all Lenders as of such date plus any accrued and unpaid interestfees thereon; provided that # any such requiredobligation to Cash Collateral shall be made in dollars unless such Cash Collateral is attributableCollateralize the reimbursement obligations of the Borrower with respect to undrawnthe Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (in which case such Cash Collateral shall be deposited # in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements or # in dollars in an amount equal to 105% of the Dollar 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 1.05(a)]) and # the obligation to deposit such Cash Collateral shall become effective immediately, and such Cash Collateraldeposit 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(8.1(h), (i) or (j)(i)])])]])])]. Such Cash Collateraldeposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower and any Applicable Account Party 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 Cash Collateral,deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’Borrower’s risk and expense, such Cash Collateraldeposits shall not bear interest. Interest orand profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for any disbursements under Letters of Credit made by it andLC Disbursements for which it hashad not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower and any Applicable Account Party for the Letter of Credit UsageLC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject toaccelerated, with the consent of Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage),Required Lenders, be applied to satisfy other obligations of the Borrower under this Agreement.Agreement and the other Loan Documents. If the Borrower is required to provide an amountCash Collateralize its reimbursement obligations with respect to the Letters of Cash Collateral hereunderCredit as a result of the occurrence of an Event of Default, such amountcash collateral so posted (to the extent not so applied as aforesaid) shall be returned to the Borrower (or as otherwise ordered by a court of competent jurisdiction) within fivethree (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral.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 (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 Collateralcash collateral pursuant to this paragraph, the BorrowerBorrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders and the Issuing Banks,(the “LC Collateral Account”), an amount in cash equal to 105% of the Agreed L/C Cash Collateral Amountamount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that # any such required Cash Collateral shall be made in dollars unless such Cash Collateral is attributable to undrawn Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (in which case such Cash Collateral shall be deposited # in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements or # in dollars in an amount equal to 105% of the Dollar 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 1.05(a)]) and # the obligation to deposit such Cash Collateralcash collateral shall become effective immediately, and such Cash Collateraldeposit 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 theany Borrower described in [[Section 7.01(h),clause (h) or (i) or (j)of Article VII]I]])])]])])]I]. Such Cash Collateraldeposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower and any Applicable Account Party under this Agreement.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 Cash Collateral,deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’sBorrowers’ risk and expense, such Cash Collateraldeposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account.the LC Collateral Account. Moneys in such accountthe LC Collateral Account shall be applied by the Administrative Agent to reimburse eachthe Issuing Bank for any disbursements under Letters of Credit made by it andLC 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 Borrower and any Applicable Account PartyBorrowers for the Letter of Credit UsageLC Exposure at such time or, if the maturity of the 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),accelerated, be applied to satisfy other obligations of the Borrower under this Agreement.Secured Obligations. If the Borrower isBorrowers are required to provide an amount of Cash Collateralcash 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 (or as otherwise ordered by a court of competent jurisdiction)Borrowers within fivethree (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.Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Principal 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 UsageL/C Obligations representing greater than 50%at least 66-2/3% of the total Letter of Credit Usage)L/C Obligations) demanding the deposit of Cash Collateralcash collateral pursuant to this paragraph,[clause (o)], the BorrowerBorrowers shall immediately deposit ininto an account withestablished and maintained on the Administrative Agent, in the namebooks and records of the Administrative Agent and for the benefit of the Lenders and the Issuing Banks,(the “Collateral Account”) an amount in cash equal to 100% of the Agreedtotal L/C Cash Collateral AmountObligations as of such date plus any accrued and unpaid interest thereon; provided that # any such required Cash Collateral shall be made in dollars unless such Cash Collateral is attributable to undrawn Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (in which case such Cash Collateral shall be deposited # in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements or # in dollars in an amount equal to 105% of the Dollar 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 1.05(a)]) and #provided, the obligation to deposit such Cash Collateralcash collateral shall become effective immediately, and such Cash Collateraldeposit 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 BorrowerBorrowers described in [[7.01(h), (i) or (j)])])]])])].8.01" data-ad-field-json='{"name":"clause (f) of Section 7.01(h), (i) or (j)])])]])])].8.01","canGuess":{"name":false,"type":true}}'>​. Such Cash Collateraldeposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower and any Applicable Account PartyBorrowers under this Agreement. The Administrative AgentIn addition, and without limiting the foregoing or , if any L/C Obligations remain outstanding after the expiration date specified in said [clause (d)], the Borrowers shall have exclusive dominion and control, includingimmediately deposit into the exclusive right of withdrawal, over such account. Other than any interest earned on the investmentCollateral Account an amount in cash equal to 100% of such Cash Collateral, which investments shall be made at the optionL/C Obligations as of such date plus any accrued and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such Cash Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for any disbursements under Letters of Credit made by it and 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 Borrower and any Applicable Account Party for the Letter of Credit Usage at such time or, if the maturity of the 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 applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower (or as otherwise ordered by a court of competent jurisdiction) within five Business Days after all Events of Default have been cured or waived.unpaid interest thereon.

Cash Collateral.Collateralization. If any Event of Default under [[clause (a), (b), (h) or (i) of Section 7.01]1]1]1]] shall occur and be continuing, on the Business Day thaton which the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with Letter of Credit UsageLC Exposure representing greatermore than 50%50.0% of the total Letteraggregate LC Exposure of Credit Usage)all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the BorrowerBorrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the LendersIssuing Banks and the Issuing Banks,Lenders, an amount of cash in cashdollars equal to 103% of the Agreed L/C Cash Collateral AmountDollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus any accrued and unpaid interest thereon; provided that # any such required Cash Collateral shall be made in dollars unless such Cash Collateral is attributable to undrawn Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (in which case such Cash Collateral shall be deposited # in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements or # in dollars in an amount equal to 105% of the Dollar 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 1.05(a)]) and # the obligation to deposit such Cash Collateral shall become effective immediately, and such Cash Collateraldeposit 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 BorrowerBorrowers described in [[clause (h) or (i) of Section 7.01(h), (i) or (j)])])]])])01]1]]. SuchThe Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by [Section 2.11(b)]. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower and any Applicable Account PartyBorrowers 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 Cash Collateral,deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrower’sBorrowers risk and expense, such Cash Collateraldeposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse eachthe Issuing BankBanks for any disbursements under Letters of Credit made by it andLC Disbursements for which it hasthey have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower and any Applicable Account PartyBorrowers for the Letter of Credit UsageLC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with Letter of Credit UsageLC Exposure representing greatermore than 50%50.0% of the total Letteraggregate LC Exposure of Credit Usage)all the Revolving Lenders), be applied to satisfy other obligations of the BorrowerBorrowers under this Agreement.Agreement in accordance with the terms of the Loan Documents. If the Borrower isBorrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default,Default or the existence of a Defaulting Lender, 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)Borrowers within fivethree Business Days after all Events of Default have been cured or waived.waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are required to provide an amount of Cash Collateral hereunder pursuant to [Section 2.11(b)], such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as and to the extent that, after giving effect to such return, the Borrowers would remain in compliance with [Section 2.11(b)] and no Event of Default shall have occurred and be continuing.

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