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Cash Collateral. Upon the request of the Administrative Agent, # if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or # if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grant to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at [[Administrative Agent, Swing Line Lender, an L/C Issuer, Joint Lead Arranger and Joint Book Runner:Organization]]. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of # such aggregate Outstanding Amount over # the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer.

Cash Collateral. Upon the request of the Administrative Agent, # if the applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or # if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the BorrowerBorrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirementsObligations (in an amount equal to deliver Cash Collateral hereunder.103% of such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). For purposes of this Section[Section 2.03, Section03], [Section 2.0505] and Section 8.[Section 9.02(c)], “Cash Collateralize” means to pledge and deposit with or deliver to the AdministrativeCollateral Agent, for the benefit of the L/C Issuer and the Lenders,Revolving Credit , as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the AdministrativeCollateral Agent and thesuch L/C Issuer (which documents are hereby consented to by the Lenders).Revolving Credit ) or to otherwise backstop (with a letter of credit on customary terms or otherwise) such L/C Obligations to the applicable L/C Issuer’s and the Administrative Agent’s reasonable satisfaction. Derivatives of such term have corresponding meanings. The BorrowerBorrowers hereby grant to the AdministrativeCollateral Agent, for the benefit of the L/C Issuer and the Lenders,Revolving Credit , a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearingblocked deposit accounts at [[Administrative Agent, Swing Line Lender, an L/C Issuer, Joint Lead Arranger and Joint Book Runner:Organization]].with the Collateral Agent. If at any time the Administrative Agent or the Collateral Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the AdministrativeCollateral Agent or that the total amount of such funds is less than 103% of the aggregate Outstanding Amount of all L/C Obligations, the BorrowerBorrowers will, forthwith upon demand by the AdministrativeCollateral Agent, pay to the AdministrativeCollateral Agent, as additional funds to be deposited and held in the deposit accounts with the Collateral Agent as Cash Collateral,aforesaid, an amount equal to the excess of # 103% of such aggregate Outstanding Amount over # the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent or the Collateral Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws,law, to reimburse the applicable L/C Issuer.

Cash Collateral. Upon the request of the Administrative Agent, # if the applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or # if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the BorrowerBorrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirementsObligations (in an amount equal to deliver Cash Collateral hereunder.103% of such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). For purposes of this Section[Section 2.03, Section03], [Section 2.0505] and Section 8.[Section 9.02(c)], “Cash Collateralize” means to pledge and deposit with or deliver to the AdministrativeCollateral Agent, for the benefit of the L/C Issuer and the Lenders,Revolving Credit , as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the AdministrativeCollateral Agent and thesuch L/C Issuer (which documents are hereby consented to by the Lenders).Revolving Credit ) or to otherwise backstop (with a letter of credit on customary terms or otherwise) such L/C Obligations to the applicable L/C Issuer’s and the Administrative Agent’s reasonable satisfaction. Derivatives of such term have corresponding meanings. The BorrowerBorrowers hereby grant to the AdministrativeCollateral Agent, for the benefit of the L/C Issuer and the Lenders,Revolving Credit , a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearingblocked deposit accounts at [[Administrative Agent, Swing Line Lender, an L/C Issuer, Joint Lead Arranger and Joint Book Runner:Organization]].with the Collateral Agent. If at any time the Administrative Agent or the Collateral Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the AdministrativeCollateral Agent or that the total amount of such funds is less than 103% of the aggregate Outstanding Amount of all L/C Obligations, the BorrowerBorrowers will, forthwith upon demand by the AdministrativeCollateral Agent, pay to the AdministrativeCollateral Agent, as additional funds to be deposited and held in the deposit accounts with the Collateral Agent as Cash Collateral,aforesaid, an amount equal to the excess of # 103% of such aggregate Outstanding Amount over # the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent or the Collateral Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws,law, to reimburse the applicable L/C Issuer.

Cash Collateral. (i) Upon the request of the Administrative Agent, # if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or # if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the BorrowerCompany shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposesAt any time that there shall exist a Defaulting Lender that is a Revolving Credit Lender, within three Business Days after the request of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit withthe Administrative Agent or the L/C Issuer, the Borrower shall deliver to the Administrative Agent, for the benefit of the L/C IssuerAgent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to [Section 2.15(a)(iv)] and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented toany Cash Collateral provided by the Lenders)Defaulting Lender). Derivatives of such term have corresponding meanings. The Borrower hereby grant to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at [[Administrative Agent, Swing Line Lender, an L/C Issuer, Joint Lead Arranger and Joint Book Runner:Organization]]. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of # such aggregate Outstanding Amount over # the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer.

Cash Collateral. Upon the request of the Administrative Agent,If # if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or # if, as of the Letter of Credit Expiration Date, any L/C ObligationLetter of Credit may for any reason remains outstanding,remain outstanding and partially or wholly undrawn (and without limiting the requirements of ‎[Section 2.03(a)(ii)(C)]), # any Event of Default occurs and is continuing and the Administrative Agent or the holding a majority of the Revolving Credit Commitments, as applicable, require the Borrower shall, in each case, immediatelyto Cash Collateralize the L/C Obligations pursuant to ‎[Section 8.02] or # an Event of Default set forth under ‎[Section 8.01(f)] occurs and is continuing, the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default or the Letter of Credit Expiration Date, as the case may be), and 8.02(c)shall do so not later than 2:00 p.m., New York City time on # in the case of the immediately preceding clauses (i) and (ii), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 noon, New York City time or # if clause ‎(1) above does not apply, the Business Day immediately following the day that the Borrower receives such notice and # in the case of the immediately preceding clause ‎(iii), the Business Day on which an Event of Default set forth certain additional requirementsunder ‎[Section 8.01(f)] occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall deliver to deliverthe Administrative Agent Cash Collateral hereunder.in an amount sufficient to cover all Fronting Exposure (after giving effect to ‎[Section 2.17(a)(iv)] and any Cash Collateral provided by the Defaulting Lender). For purposes of this Section 2.03, Section 2.05 and Section 8.02(c),hereof,Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders,Appropriate , as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders)Appropriate ). Derivatives of such term have corresponding meanings. The Borrower hereby grantgrants to the Administrative Agent, for the benefit of the L/C IssuerIssuers and the Lenders,Revolving Credit of the applicable Facility, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at [[Administrative Agent, Swing Line Lender, an L/C Issuer, Joint Lead Arrangera Cash Collateral Account and Joint Book Runner:Organization]].may be invested in readily available Cash Equivalents as directed by the Borrower. If at any time the Administrative Agent determines that any funds held as Cash Collateral are expressly subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited asand held in the Cash Collateral,Collateral Account, an amount equal to the excess of # such aggregate Outstanding Amount over # the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws,Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this ‎Section 2.03(g) is cured or otherwise waived by the Required , then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be refunded to the Borrower.

Cash Collateral. (i) Upon the request of the Administrative Agent, # if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or # if, as of the Letter of Credit ExpirationMaturity Date, any L/C Obligation for any reason remains outstanding, or # if required under [Section 2.16(a)(v)] to reduce the BorrowerL/C Issuers’ Fronting Exposure, the Company shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliverObligations or the L/C Issuers’ Fronting Exposure, as applicable (without duplication of any Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balancesapplied pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders)[Section 2.16(a)(ii)]). Derivatives of such term have corresponding meanings. The Borrower hereby grant to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at [[Administrative Agent, Swing Line Lender, an L/C Issuer, Joint Lead Arranger and Joint Book Runner:Organization]]. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of # such aggregate Outstanding Amount over # the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer.

Cash Collateral. UponCertain Credit Support Events. If # the request of the Administrative Agent, # if theapplicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or # if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, # the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirementsBorrowers shall be required to deliverprovide Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Sectionpursuant to [Section 8.02(c), Cash Collateralize” means to pledge and deposit with or deliver to(iv)])] there shall exist a Defaulting Lender, the Administrative Agent, forBorrowers shall immediately (in the benefitcase of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash[clause (iii) above]) or deposit account balances pursuant to documentation in form and substance satisfactory towithin one Business Day (in all other cases), following any request by the Administrative Agent andor the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grant to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at [[Administrative Agent, Swing Line Lender, anapplicable L/C Issuer, Joint Lead Arrangerprovide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to [clause (iv) above], after giving effect to [Section 2.16(a)(iv)] and Joint Book Runner:Organization]]any Cash Collateral provided by the Defaulting Lender). If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the BorrowerBorrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of # such aggregate Outstanding Amount over # the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the applicable L/C Issuer.

Cash Collateral. UponCollateralization. If the request of the Administrative Agent, # if the L/C Issuer has honored any fullBorrower is required to deposit cash collateral pursuant to Section 2.07(c), 2.09 or partial drawing request under7.022], it will establish on or prior to such date, and thereafter maintain so long as any Letter of Credit and such drawing has resultedis outstanding or any amount is payable to any Issuing Bank or the Lenders in an L/C Borrowing, or # if, asrespect of any Letter of Credit, a special collateral account pursuant to 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 LetterBorrower but under the sole dominion and control of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C IssuerIssuing Banks and the Lenders, as collateral forand in which the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such termBorrower shall have corresponding meanings.no interest. The Borrower hereby grantpledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the L/C IssuerIssuing Banks and the Lenders, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Secured Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of JPMorgan having a maturity not exceeding 30 days. Moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements made by the Issuing Banks for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Total LC Exposure at such cash, deposit accountstime or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing greater than 50% of the Total LC Exposure), be applied to satisfy other Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.09, such amount shall be returned to the Borrower to 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 balances therein andLetters of Credit have expired or been terminated, the Administrative Agent will deliver all proceedsremaining funds in the LC Collateral Account to the Borrower (or such other Person as is entitled thereto under applicable Requirements of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at [[Administrative Agent, Swing Line Lender, an L/C Issuer, Joint Lead Arranger and Joint Book Runner:Organization]]Law). If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount ofBorrower is entitled to such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of # such aggregate Outstanding Amount over # the total amount ofremaining funds, if any, then held as Cash Collateral that the Administrative Agent determinesshall use reasonable efforts to be free and cleargive the Borrower notice of any such right and claim. Upon the drawingdetermination in advance of any Letter of Credit for which funds are on deposit as Cash Collateral,delivering such funds to any other Person, but the Administrative Agent shall be applied,have no liability for the failure to the extent permitted under applicable Laws, to reimburse the L/C Issuer.deliver such notice.

Cash Collateral. Upon the request of the Administrative Agent,Certain Credit Support Events. If # if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or # if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, # the Borrower shall,shall be required to provide Cash Collateral pursuant to [Section 8.02(c), or (iv)])] there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of [clause (iii) above]) or within one Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral in each case, immediatelyan amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash CollateralizeCollateral provided pursuant to [clause (iv) above], after giving effect to [Section 2.15(a)(iv)] and any Cash Collateral provided by the thenDefaulting Lender). Additionally, if the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliverObligations at such time exceeds 103% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall provide Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefitOutstanding Amount of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentationObligations in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grant to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at [[Administrative Agent, Swing Line Lender, an L/C Issuer, Joint Lead Arranger and Joint Book Runner:Organization]]. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds isnot less than the aggregateamount by which the Outstanding Amount of all L/C Obligations,Obligations exceeds the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of # such aggregate Outstanding Amount over # the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer.Sublimit.

Cash Collateral. Upon the request of the Administrative Agent,Certain Credit Support Events. If # if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or # if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, # the Borrower shall,Borrowers shall be required to provide Cash Collateral pursuant to [Section 8.02(c), or (iv)])] there shall exist a Defaulting Lender, the Borrowers shall immediately (in the case of [clause (iii) above]) or within one (1) Business Day (in all other cases), following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral in each case, immediatelyan amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash CollateralizeCollateral provided pursuant to [clause (iv) above], after giving effect to [Section 2.16(a)(iv)] and any Cash Collateral provided by the thenDefaulting Lender). Additionally, if the Administrative Agent notifies the Borrowers at any time that the Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliverObligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall provide Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefitOutstanding Amount of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentationObligations in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grant to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at [[Administrative Agent, Swing Line Lender, an L/C Issuer, Joint Lead Arranger and Joint Book Runner:Organization]]. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds isnot less than the aggregateamount by which the Outstanding Amount of all L/C Obligations,Obligations exceeds the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of # such aggregate Outstanding Amount over # the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer.Sublimit.

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