Common use of Supporting Letter of Credit; Cash Collateral Clause in Contracts

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 and any other provision of this Agreement, any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, shall specify, either (A) a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit support, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent and any fees and expenses associated with such Letter of Credit or credit support. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section Paragraph 2.18 and any other provision of this Agreement, any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, shall specify, either (A) a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit support, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent and any fees and expenses associated with such Letter of Credit or credit support. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 and any other provision of this Agreement, any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, shall specify, either (A) a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit support, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent and any fees and expenses associated with such Letter of Credit or credit support. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s 's or Letter of Credit Issuer’s 's request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 2.4(b) and any other provision of this Agreement, Section 12.1 any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, discretion shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 2.4(b) and any other provision of this AgreementSection 12.1, any Letter of Credit issued for the account of a Borrower is outstanding upon the termination of this Agreement, then upon such termination the Borrowers such Borrower shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, discretion shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 2.4(b) and any other provision of this Agreement, Section 12.1 any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, discretion shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance satisfactory to the Agent, issued by an issuer reasonably satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or , and shall be returned by the Agent upon the Borrower's request, to the extent not utilized, at the end of the 91-day period following the expiration of such Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent and the Fronting Exposure payment of any Defaulting Lenderall fees and expenses associated with such Letter of Credit.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 2.4(b) and any other provision of this Agreement, Section 12.1 any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, discretion shall specify, either (A) a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments to be made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 2.4(b) and any other provision of this Agreement, Section 12.1 any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower for whose account such Letter of Credit was issued shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, Lenders in their discretion, discretion shall specify, either (Ai) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments to be made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit, or (Bii) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or Letter Interest shall accrue on any such cash deposit at a rate acceptable to the Bank, which accrued interest shall be for the account of Credit Issuer’s requestthe Borrowers, Borrowers shall cash collateralize in a manner satisfactory subject to Agent the Fronting Exposure of any Defaulting Lenderthis Agreement.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 2.3(b) and any other provision of this AgreementSection 12.1, any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, discretion shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Creditdrawn, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportthereto, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent and any fees and expenses associated with such Letter of Credit or credit supportrespect thereto. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or Letter In the event an Event of Credit Issuer’s requestDefault occurs and is continuing, Borrowers shall the Borrower agrees to cash collateralize outstanding letters of credit ("Designated Cash Collateral") by means of making Revolving Loans or otherwise but the Lenders are under no obligation to make Revolving Loans in a manner satisfactory to Agent excess of the Fronting Exposure of any Defaulting LenderMaximum Revolver Amount or the Availability.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 2.2.2 and any other provision of this AgreementArticle VII, any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower shall deposit with the Agent, for the ratable benefit of the Agent and the Formula Lenders, with respect to each Letter of Credit then outstanding, as the Majority LendersAgent, in their discretion, its discretion shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Formula Lenders for payments made by the Agent and the Formula Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit, or (B) cash in amounts necessary to reimburse the Agent and the Formula Lenders for payments made by the Agent or the Formula Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit. The Agent shall deposit such cash into one or more non-interest bearing accounts with and in the name of the Agent and over which Agent alone shall have exclusive power of access and withdrawal (collectively, the "Letter of Credit or credit supportCash Collateral Account"). Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Formula Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or The Borrower hereby assigns, pledges, grants and sets over to the Agent for the benefit of the Lenders, a first priority security interest in, and Lien on, all of such cash on deposit in the Letter of Credit Issuer’s requestCash Collateral Account and/or Supporting Letter of Credit, Borrowers shall together with any and all proceeds (cash collateralize in a manner satisfactory to Agent and non-cash) and products thereof as additional security for the Fronting Exposure of any Defaulting LenderObligations.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 2.4(b) and any other provision of this Agreement, Section 12.1 any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, discretion shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s , so long as the same shall remain outstanding, and all reimbursement and other Obligations, whether arising before or Letter of Credit Issuer’s requestafter draw, Borrowers shall cash collateralize in a manner satisfactory remain unpaid, the Agent agreeing to Agent the Fronting Exposure of any Defaulting Lenderrelease such security from time to time as Obligations so secured are unconditionally satisfied.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 2.3(b) and any other provision of this AgreementSection 12.1, any Letter of Credit or Credit Support is outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit or Credit Support then outstanding, as the Majority Required Lenders, in their discretion, discretion shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any fees and expenses associated with such Letter of CreditCredit or such Credit Support, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments to be made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto Credit Support and any fees and expenses associated with such Letter of Credit or credit supportCredit Support, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent such Credit Support and any fees and expenses associated with such Letter of Credit or credit supportCredit. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support Credit Support remaining outstanding. At Agent’s or Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, -------------------------------------------- notwithstanding the provisions of this Section 2.18 2.4(b) and any other provision of this Agreement, Section 12.1 any Letter of -------------- ------------ Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, discretion shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 2.4(b) and any other provision of this Agreement, Section 12.1 any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, discretion shall specify, either (A) a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to 105% of the greatest undrawn face amount for which of such Letter of Credit may be drawn Credit, plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments to be made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit, or (B) cash (a “Supporting Cash Deposit”) in amounts necessary an amount equal to reimburse 105% of the Agent and the Lenders for payments made by the Agent or the Lenders under undrawn face amount of such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit. Such Supporting Letter of Credit or deposit of cash Supporting Cash Deposit shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 1.3(b) and any other provision of this AgreementSection 10.1, any Letter of Credit or Credit Support is outstanding upon the termination of this Agreement, then upon such termination the Borrowers shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit or Credit Support then outstanding, as the Majority Lenders, in their discretion, shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent Agent, in an amount equal to the greatest greater of (x) one hundred five percent (105%) of the aggregate face value of the then existing Letters of Credit, or (y) the maximum amount for which such Letter of Credit or such Credit Support may be drawn plus any fees and expenses associated with such Letter of CreditCredit or such Credit Support; provided that in the event the Borrowers demonstrate to the reasonable satisfaction of the Agent the inability of the Borrowers, under which or any of them, to obtain a Supporting Letter of Credit, then the Borrowers may deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit or Credit Support then outstanding, cash collateral pursuant to documentation reasonably acceptable to the Agent, in an amount equal to the greater of (x) one hundred five percent (105%) of the aggregate face value of the then existing Letters of Credit, or (y) the maximum amount for which such Letter of Credit or such Credit Support may be drawn plus any fees and expenses associated with such Letter of Credit or such Credit Support. The Agent is entitled to use such cash collateral or draw all amounts under the Supporting Letter of Credit, as applicable, as is necessary to reimburse the Agent and the Lenders for payments to be made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto Credit Support and any fees and expenses associated with such Letter of Credit or credit support, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent and any fees and expenses associated with such Letter of Credit or credit supportSupport. Such cash collateral or Supporting Letter of Credit or deposit of cash Credit, as applicable, shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support Credit Support remaining outstanding. At Agent’s or Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. (i) If, notwithstanding the provisions of this Section 2.18 2.3(b) and any other provision of this AgreementSection 11.1, any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers shall cause the termination of such Letter of Credit. If, at the Collateral Agent's election, any such Letter of Credit remains outstanding, then the Borrowers shall deposit with the Collateral Agent, for the ratable benefit of the Agent Collateral Agent, the Agents and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, Collateral Agent shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance reasonably satisfactory to the Collateral Agent, issued by an issuer reasonably satisfactory to the Collateral Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn drawn, plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Collateral Agent is entitled to draw amounts necessary to reimburse the Collateral Agent and the Lenders for payments made by the Collateral Agent and the Lenders under such Letter of Credit or under any credit support or enhancement L/C Credit Support provided through the Collateral Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit, or (B) cash in amounts necessary to reimburse the Collateral Agent and the Lenders for payments made by the Collateral Agent or the Lenders under such Letter of Credit or under any credit support or enhancement L/C Credit Support provided through the Collateral Agent with respect thereto, and any fees and expenses associated with such Letter of Credit or credit supportCredit. Such Supporting Letter of Credit or deposit of cash shall be held by the Collateral Agent, for the ratable benefit of the Agent Collateral Agent, the Agents and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn face amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 1.4(b) and any other provision of this AgreementSection 10.1, any Letter of Credit or Credit Support is outstanding upon the termination of this Agreement, then upon such termination the Borrowers shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit or Credit Support then outstanding, as the Majority Lenders, in their discretion, shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent Agent, in an amount equal to the greatest greater of (x) one hundred five percent (105%) of the aggregate face value of the then existing Letters of Credit, or (y) the maximum amount for which such Letter of Credit or such Credit Support may be drawn plus any fees and expenses associated with such Letter of CreditCredit or such Credit Support; provided that in the event the Borrowers demonstrate to the reasonable satisfaction of the Agent the inability of the Borrowers, under which or any of them, to obtain a Supporting Letter of Credit, then the Borrowers may deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit or Credit Support then outstanding, cash collateral pursuant to documentation reasonably acceptable to the Agent, in an amount equal to the greater of (x) one hundred five percent (105%) of the aggregate face value of the then existing Letters of Credit, or (y) the maximum amount for which such Letter of Credit or such Credit Support may be drawn plus any fees and expenses associated with such Letter of Credit or such Credit Support. The Agent is entitled to use such cash collateral or draw all amounts under the Supporting Letter of Credit, as applicable, as is necessary to reimburse the Agent and the Lenders for payments to be made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto Credit Support and any fees and expenses associated with such Letter of Credit or credit support, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent and any fees and expenses associated with such Letter of Credit or credit supportSupport. Such cash collateral or Supporting Letter of Credit or deposit of cash Credit, as applicable, shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support Credit Support remaining outstanding. At Agent’s or Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the -------------------------------------------- provisions of this Section 2.18 2.4(b) and any other provision of this Agreement, Section 12.1 any Letter of Credit is -------------- ------------ outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, discretion shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments to be made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 2.3(b) and any other provision of this AgreementSection 12.1, any Letter of Credit Vendor Inventory Financing is outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower shall deposit with the Administrative Agent, for the ratable benefit of the Agent Co-Agents and the Lenders, with respect to each Letter of Credit Vendor Inventory Financing then outstanding, as the Majority Lenders, in their discretion, discretion shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance satisfactory to the AgentCo-Agents, issued by an issuer satisfactory to the Agent Co-Agents in an amount equal to the greatest maximum amount for of such Vendor Inventory Financing, under which such Supporting Letter of Credit may the Administrative Agent is entitled to draw amounts necessary to reimburse the Co-Agents and the Lenders for payments to be drawn plus made by the Co- Agents and the Lenders under such Vendor Inventory Financing and any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw or (B) cash in amounts necessary to reimburse the Agent Co-Agents and the Lenders for payments made by the Agent and Co-Agents or the Lenders under such Letter of Credit Vendor Inventory Financing or under any credit support or enhancement provided through the Administrative Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit support, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent and any fees and expenses associated with such Letter of Credit or credit supportVendor Inventory Financing. Such Supporting Letter of Credit or deposit of cash shall be held by the Administrative Agent, for the ratable benefit of the Agent Co-Agents and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn unfunded amount of such Letters of Credit or such credit support Vendor Inventory Financing remaining outstanding. At Agent’s or Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 SECTION 2.4(b) and any other provision of this AgreementSECTION 12.1, any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, discretion shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance satisfactory to the Agent, issued by an issuer reasonably satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or , and shall be returned by the Agent upon the Borrower's request, to the extent not utilized, at the end of the 91-day period following the expiration of such Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent and the Fronting Exposure payment of any Defaulting Lenderall fees and expenses associated with such Letter of Credit.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 2.3(b) and any other provision of this Agreement, Section 12.1 any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower and the other Loan Parties shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, reasonable discretion shall specify, either (A) a standby letter of credit (a “"Supporting Letter of Credit”") in form and substance reasonably satisfactory to the Agent, issued by an issuer reasonably satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit, or (B) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent’s or Letter of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this Section 2.18 2.4(b) and any other provision of this Agreement, Section 12.1 any Letter of Credit is outstanding upon on the termination of this AgreementTermination Date, then upon on such termination date the Borrowers shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, discretion shall specify, either (Ai) a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the Agent, Agent issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit (but, in any event, in an amount not less than 105% of the amount of such Letter of Credit), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit supportCredit, or (Bii) cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit support(which amounts, in any event, shall not be less than 105% of the amount of such Letter of Credit). Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or remaining outstanding and all fees and expenses associated with such credit support remaining outstanding. At Agent’s or Letter Letters of Credit Issuer’s request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting LenderCredit.