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

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of Section 1.3(b) and Section 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 other Secured Parties, with respect to each Letter of Credit or Credit Support then outstanding, either (i) cash in a cash collateral account in an amount equal to 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit or such Credit Support, under which collateral account 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support or (ii) 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 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support. Such cash collateral account or Supporting Letter of Credit shall be held by the Agent, for the ratable benefit of the Agent and the other Secured Parties, 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. The Borrowers shall, on demand by the Letter of Credit Issuer or the Agent from time to time, cash collateralize the Letter of Credit Obligations of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. (i) If, notwithstanding the provisions of Section 1.3(b) and Section 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 other Secured PartiesLenders, with respect to each Letter of Credit or Credit Support then outstanding, either (i) cash in a cash collateral account in an amount equal to 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit or such Credit Support, under which collateral account 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support or (ii) 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 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support. Such cash collateral account or Supporting Letter of Credit shall be held by the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, 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. The In the event Supporting Letters of Credit are not delivered, then the Loan Parties shall provide cash collateral for all remaining Letters of Credit in an amount equal to 110% of the aggregate face amount of such Letters of Credit. (ii) If a Defaulting Lender exists, the Borrowers shall, on demand by the any Letter of Credit Issuer or the Agent from time to time, cash collateralize the Pro Rata Share of any Defaulting Lender of the Letter of Credit Obligations of any Defaulting LenderObligations.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of Section 1.3(b1.4(b) and Section 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 other Secured PartiesLenders, with respect to each such Letter of Credit or Credit Support then outstanding, as the Agent in its discretion shall specify, either (i) cash in a cash collateral account in an amount equal to 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit or such Credit Support, under which collateral account 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support or (ii) 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 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn or paid plus any commissions, fees and expenses associated with such Letter of Credit or such Credit SupportCredit, 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 Letter of Credit Issuer, the Agent and and/or the Lenders under such Letter of Credit or Credit Support and any fees and expenses associated with such Letter of Credit or (ii) cash in an amount necessary to reimburse the Agent and the Lenders for payments to be made by Letter of Credit SupportIssuer, the Agent and/or the Lenders under such Letter of Credit and any fees and expenses associated with such Letter of Credit. Such cash collateral account or Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, 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. The Borrowers shall, on demand by the Letter of Credit Issuer or the Agent from time to time, cash collateralize the Letter of Credit Obligations of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of Section 1.3(b1.4(b) and Section 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 Administrative Agent, for the ratable benefit of the Administrative Agent and the other Secured PartiesLenders, with respect to each Letter of Credit or Credit Support then outstanding, either (i) cash or Cash Equivalents as collateral, in a cash collateral account in an amount equal form and substance satisfactory to 100the Administrative Agent, for at least 110% of the greatest amount for which such Letter of Credit or such Credit Support all reimbursement obligations that may be drawn plus arise under any commissions, fees and expenses associated with such Letter of Credit or such Credit Support, under which collateral account 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support Support, or (ii) a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the Administrative Agent, issued by an issuer satisfactory to the Administrative Agent in an amount equal to 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit or such Credit Support, under which Supporting Letter of Credit the Administrative Agent is entitled to draw amounts necessary to reimburse the Administrative Agent and the Lenders for payments to be made by the Administrative Agent and the Lenders under such Letter of Credit or Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support. Such cash collateral account or Supporting Letter of Credit shall be held by the Administrative Agent, for the ratable benefit of the Administrative Agent and the other Secured PartiesLenders, 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. The Borrowers shall, on demand by the Letter Administrative Agent, deposit with the Administrative Agent cash or Cash Equivalents as collateral, in form and substance satisfactory to the Administrative Agent, in an amount equal to each Defaulting Lender’s Fronting Exposure. If Borrowers fail to provide any cash or Cash Equivalents as collateral as required hereunder, the Lenders may (and shall upon direction of Credit Issuer the Administrative Agent) advance, as Revolving Loans, the amount of cash or Cash Equivalents as required (whether or not the Commitments have terminated or the Agent from time to time, cash collateralize the Letter of Credit Obligations of any Defaulting Lenderconditions in Section 8 are satisfied) in accordance with Section 12.15.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of Section 1.3(b) and Section 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 other Secured PartiesLenders, with respect to each Letter of Credit or Credit Support then outstanding, either (i) cash in a cash collateral account in an amount equal to 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit or such Credit Support, under which collateral account 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support or (ii) 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 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support. Such cash collateral account or Supporting Letter of Credit shall be held by the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, 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. The Borrowers shall, on demand by the Letter of Credit Issuer or the Agent from time to time, cash collateralize the Letter of Credit Obligations of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of Section 1.3(bSECTION 2.3(b) and Section 10.1, SECTION 12.1 any Letter of Credit or Credit Support is outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower for whose account such Letter of Credit or such Credit Support was issued shall deposit with the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, with respect to each Letter of Credit or Credit Support then outstanding, either (i) cash in a cash collateral account in an amount equal to 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissionsthen outstanding, fees and expenses associated with such Letter of Credit or such Credit Supportas the Majority Lenders in their discretion shall specify, under which collateral account 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support or either (iii) a standby letter of credit (a “Supporting Letter of Credit”"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 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit 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 such Credit Support and any fees and expenses associated with such Letter of Credit or such Credit Support, or (ii) 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 such Credit Support and any fees and expenses associated with such Letter of Credit or such Credit Support. Such cash collateral account or Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, 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. The Borrowers shall, on demand by the Letter of Credit Issuer or the Agent from time to time, cash collateralize the Letter of Credit Obligations of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of Section 1.3(b) and Section 10.11.3.2, 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 other Secured PartiesLenders, with respect to each Letter of Credit or Credit Support then outstanding, either (i) cash in a cash collateral account in an amount equal to 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit or such Credit SupportCredit, under which collateral account 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support or (ii) 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 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit or such Credit SupportCredit, 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit SupportCredit. Such cash collateral account or Supporting Letter of Credit shall be held by the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, 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. The Borrowers shall, on demand by the Letter of Credit Issuer or the Agent from time to time, cash collateralize Cash Collateralize the Letter of Credit Obligations obligations of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of Section 1.3(bSECTION 2.3(b) and Section 10.1, SECTION 12.1 any Letter of Credit or Credit Support is outstanding upon the termination of this Agreement, then upon such termination the Borrowers Borrower for whose account such Letter of Credit or such Credit Support was issued shall deposit with the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, with respect to each Letter of Credit or Credit Support then outstanding, either (i) cash in a cash collateral account in an amount equal to 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissionsthen outstanding, fees and expenses associated with such Letter of Credit or such Credit Supportas the Majority Lenders in their discretion shall specify, under which collateral account 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support or either (iii) a standby letter of credit (a “"Supporting Letter of Credit”LETTER OF CREDIT") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit 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 such Credit Support and any fees and expenses associated with such Letter of Credit or such Credit Support, or (ii) 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 such Credit Support and any fees and expenses associated with such Letter of Credit or such Credit Support. Such cash collateral account or Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, 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. The Borrowers shall, on demand by the Letter of Credit Issuer or the Agent from time to time, cash collateralize the Letter of Credit Obligations of any Defaulting Lender.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of Section 1.3(b1.4(b) and Section 10.1, any Letter of Credit or Credit Support is outstanding upon the termination of this Agreement, then upon such termination the Borrowers shall shall, with respect to each Letter of Credit or Credit Support then outstanding, at the election of the Borrower Representative either (i) deposit with the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, with respect to each Letter of Credit or Credit Support then outstanding, either (i) cash in a cash collateral account in an amount equal to 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit or such Credit Support, under which collateral account 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support or (ii) 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 (a "Supporting Letter of Credit") or (ii) deposit immediately available funds into a cash collateral account with the Agent and under the sole dominion and control of the Agent (the "Cash Collateral"), for the ratable benefit of the Agent and the Lenders, in either case in an amount equal to 100% the aggregate undrawn amount of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit or such Credit Support, . The Agent shall be entitled to make draws under which such Supporting Letter of Credit the Agent is entitled Credit, or to draw indefeasibly apply such Cash Collateral, in 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support. Such cash collateral account or Supporting Letter of Credit or Cash Collateral shall be held by the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, 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. The Borrowers shall, on demand by the Letter After such Letters of Credit Issuer and such Credit Supports shall have expired or otherwise have been fully drawn upon and all reimbursement obligations and fees with respect thereto shall have been paid in full, the Agent from time balance, if any, of such Cash Collateral and/or all remaining outstanding Supporting Letters of Credit, if any, shall be returned to time, cash collateralize the Letter of Credit Obligations of any Defaulting LenderBorrower Representative or as otherwise required by law.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of Section 1.3(b2.3(b) and Section 10.1, Article XII any Letter of Credit or Credit Support is outstanding upon the termination of this AgreementAgreement or after an Event of Default shall occur and be continuing, then (i) upon such termination or (ii) upon the Borrowers request of the Agents after an Event of Default, the Borrower for whose account such Letter of Credit was issued shall deposit with the Collateral Agent, for the ratable benefit of the Agent Letter of Credit Issuer and the other Secured PartiesLenders, with respect to each Letter of Credit or Credit Support then outstanding, either (i) cash in a cash collateral account in an amount equal to 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissionsthen outstanding, fees and expenses associated with such Letter of Credit or such Credit Supportas the Majority Lenders in their discretion shall specify, under which collateral account 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 Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support or either (iix) a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the AgentAgents, issued by an issuer satisfactory to the Agent Agents in an amount equal to 100% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and expenses associated with such Letter of Credit or such Credit SupportCredit, under which Supporting Letter of Credit the Collateral Agent is entitled to draw amounts necessary to reimburse the Agent Letter of Credit Issuer and the Lenders for payments to be made by the Agent Letter of Credit Issuer and the Lenders under such Letter of Credit or Credit Support and any fees and expenses associated with such Letter of Credit, or (y) cash in amounts necessary to reimburse the Letter of Credit Issuer and the Lenders for payments made by the Letter of Credit Issuer or the Lenders under such Letter of Credit Supportand any fees and expenses associated with such Letter of Credit. Such cash collateral account or Supporting Letter of Credit or deposit of cash shall be held by the Collateral Agent, for the ratable benefit of the Agent Letter of Credit Issuer and the other Secured PartiesLenders, 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. The Borrowers shall, on demand by the Letter of Credit Issuer or the Agent from time to time, cash collateralize the Letter of Credit Obligations of any Defaulting Lender.