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

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(B), any Letter of Credit is outstanding on the Termination Date, then on or prior to the Termination Date, or in any case upon the occurrence of an Event of Default, the Borrowers shall, promptly on demand by the Agent, deposit with the Agent, for the Ratable benefit of the Lenders, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Agent and the Issuing Bank, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in an amount equal to the greatest amount for which such Letter of Credit may be drawn, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the Issuing Bank and the Lenders for payments made by the Agent, the Issuing Bank and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank and the Lenders for payments made by the Agent, the Issuing Bank and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the benefit of the Issuing Bank and the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In addition, the Agent may at any time after the Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. At the Borrowers' request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION 3.9.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(BSection 2.02(c), any Letter of Credit or L/C Guarantee is outstanding on upon the Revolving Credit Commitment Termination Date, then on or prior to the Termination Date, or in any case upon the occurrence of an Event of Defaultsuch termination, the Borrowers shall, promptly on demand by the Agent, shall deposit with the Administrative Agent, for the Ratable ratable benefit of the Administrative Agent and the Revolving Credit Lenders, with respect to each Letter of Credit or L/C Guarantee then outstanding, outstanding as the Administrative Agent and the Revolving Credit Lenders, in their discretion shall specify, either (aA) a standby letter of credit (a "“Supporting Letter of Credit"”) in form and substance satisfactory to the Agent and the Issuing BankAdministrative Agent, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank Administrative Agent, in an amount equal to the greatest amount for which such Letter of Credit or such L/C Guarantee may be drawndrawn plus any fees and expenses associated with such Letter of Credit or such L/C Guarantee, under which Supporting Letter of Credit the Administrative Agent is entitled to draw amounts necessary to reimburse the Agent, the Issuing Bank Administrative Agent and the Revolving Credit Lenders for payments to be made by the Agent, the Issuing Bank Administrative Agent and the Revolving Credit Lenders under such Letter of Credit or under L/C Guarantee and any reimbursement or guaranty agreement fees and expenses associated with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank and the Lenders for payments made by the Agent, the Issuing Bank and the Lenders under such Letter of Credit or L/C Guarantee, or (B) cash or cash equivalents acceptable to the Administrative Agent in its sole discretion (“Cash Equivalents”) in an amount equal to 102% of the maximum amount then available to be drawn under each applicable Letter of Credit outstanding for the benefit of the Borrowers or any reimbursement of them. Each Borrower hereby grants to the Administrative Agent for the benefit of the Administrative Agent and the Revolving Credit Lenders a security interest in all such cash and Cash Equivalents delivered to the Administrative Agent from time to time, and all proceeds thereof, as collateral security for the payment and performance of all amounts and obligations due in respect of the L/C Obligations and other Obligations, whether or guaranty agreement with respect theretonot then due. Such Supporting Letter of Credit or deposit of cash or Cash Collateral Equivalents shall be held by the Administrative Agent under its sole dominion and control, including the exclusive right of withdrawal, for the ratable benefit of the Issuing Bank Administrative Agent and the Lenders, Revolving Credit Lenders as security for, and to provide for the payment of, the Reimbursement Obligations. In addition, the Agent may at any time after the Termination Date apply any or all aggregate undrawn amount of such Letters of Credit or such L/C Guarantee remaining outstanding. No Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the cash collateral or Cash Collateral Equivalents held by the Administrative Agent, except upon termination and indefeasible payment and satisfaction in full of all L/C Obligations and the indefeasible payment of all amounts payable by the Borrowers to the payment of any or all of Administrative Agent and the Secured Obligations then due and payable. At the Borrowers' request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth Lenders in this SECTION 3.9respect thereof.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(BSection 2.10(b), any Letter of Credit is outstanding on upon the Termination Datetermination of this Agreement, then on or prior to the Termination Date, or in any case upon the occurrence of an Event of Default, such termination the Borrowers shallshall cause the termination of such Letter of Credit. If, promptly on demand by at the Agent's election, any such Letter of Credit remains outstanding, then the Borrowers shall deposit with the Agent, for the Ratable ratable benefit of the Agent and the Revolving Lenders, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (aA) a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Agent and the Issuing BankRequired Revolving Lenders, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank 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, the Issuing Bank Agent and the Revolving Lenders for payments made by the Agent, the Issuing Bank Agent and the Revolving Lenders under such Letter of Credit or under any reimbursement or guaranty agreement Credit Support provided through the Agent with respect theretothereto and any fees and expenses associated with such Letter of Credit, or (bB) Cash Collateral cash in an amount amounts necessary to reimburse the Agent, the Issuing Bank Agent and the Revolving Lenders for payments made by the Agent, Agent or the Issuing Bank and the Revolving Lenders under such Letter of Credit or under any reimbursement or guaranty agreement Credit Support provided through the Agent with respect thereto, and any fees and expenses associated with such Letter of Credit. Such Supporting Letter of Credit or Cash Collateral deposit of cash shall be held by the Agent Agent, for the ratable benefit of the Issuing Bank Agent and the Revolving Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In addition, the Agent may at any time after the Termination Date apply any or all aggregate undrawn face amount of such Cash Collateral to the payment Letters of any or all of the Secured Obligations then due and payable. At the Borrowers' request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION 3.9remaining outstanding.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(BSection 3.2(c), any Letter of Credit is outstanding on the Termination Date, then on or prior to the such Termination Date, or in any case upon the occurrence of an Event of Default, the Borrowers Borrower shall, promptly on demand by the Agent, deposit with the Agent, for the Ratable ratable benefit of the LendersCredit Parties, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Agent and the Issuing BankAgent, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in an amount equal to the greatest amount for which such Letter of Credit may be drawn, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the Issuing Bank and the Lenders Credit Parties for payments made by the Agent, the Issuing Bank and the Lenders Credit Parties resulting from any drawing under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank and the Lenders Credit Parties for payments made by the Agent, the Issuing Bank and the Lenders Credit Parties resulting from any drawing under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the benefit of the Issuing Bank and the LendersCredit Parties, as security for, and to provide for the payment of, the Reimbursement Obligations. In addition, the Agent may at any time after the Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. At the Borrowers' Borrower's request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, the Loans and shall be charged to the Borrowers' Borrower's Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION Section 3.9.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(BSection 2.5(b), any Letter of Credit LC Guaranty is outstanding on the Termination Datelast day of the Term, then on or prior to the Termination Datelast day of the Term, or in any case upon the occurrence of an any Default or Event of Default, the Borrowers Borrower shall, promptly on demand by the Agent, deposit with the Agent, for the Ratable ratable benefit of the Lenders, with respect to each Letter of Credit LC Guaranty then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Agent and the Issuing BankAgent, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in an amount equal to the greatest amount for which such Letter of Credit may be drawn, its reasonable judgment under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the Issuing Bank and the Lenders Fleet for payments made by the Agent, the Issuing Bank and the Lenders Fleet under such Letter of Credit LC Guaranty or under any reimbursement or guaranty agreement with respect theretothereto or any Letter of Credit issued for the account of Borrower, or (b) Cash Collateral Collateral, in either case with respect to the foregoing clauses (a) or (b), in an amount necessary equal to reimburse 105% of the Agent, greatest amount for which the Issuing Bank and the Lenders for payments made by the Agent, the Issuing Bank and the Lenders under such Letter of Credit relating to such LC Guaranty may be drawn plus all related costs then accrued or under any reimbursement which may be incurred or guaranty agreement with respect theretowhich may in the future accrue. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the benefit of the Issuing Bank and the LendersAgent, as security for, and to provide for the payment of, Borrower's obligations in respect of such outstanding LC Guaranty or under any reimbursement or guaranty agreement with respect thereto or any Letter of Credit issued for the Reimbursement Obligationsaccount of Borrower in an amount necessary to reimburse Fleet for payments made by Fleet. In addition, the Agent may at any time after the Termination Date last day of the Term apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. At the Borrowers' Borrower's request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash cash, in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate the Revolving Credit Loans, Base Loan and shall be charged to the Borrowers' Loan AccountsAccount of the Borrower, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION 3.9Section 2.5(i).

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(BSection 3.2(b), any Letter of Credit is outstanding on the Termination Date, then on or prior to the Termination Date, or in any case upon the occurrence of an Event of Default, the Borrowers shall, promptly on demand by the Agent, deposit with the Agent, for the Ratable benefit of the Lenders, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Agent and the Issuing Bank, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in an amount equal to the greatest amount for which such Letter of Credit may be drawn, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the Issuing Bank and the Lenders for payments made by the Agent, the Issuing Bank and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank and the Lenders for payments made by the Agent, the Issuing Bank and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the benefit of the Issuing Bank and the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In addition, the Agent may at any time after the Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. At the Borrowers' request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION Section 3.9.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(B)Section 1.4(b) and Section 10.1, any Letter of Credit or Credit Support is outstanding on upon the Termination Datetermination of this Agreement, then on or prior to the Termination Date, or in any case upon the occurrence of an Event of Default, such termination the Borrowers shall, promptly on demand by the Agent, deposit with the Agent, for the Ratable benefit of the Lenders, with respect to each Letter of Credit or Credit Support then outstanding, as at the election of the Borrower Representative either (i) deposit with the Agent, for the ratable benefit of the Agent shall specifyand the Lenders, either (a) a standby letter of credit (a "Supporting Letter of Credit") in form and substance reasonably satisfactory to the Agent and the Issuing BankAgent, issued by an issuer reasonably satisfactory to the Agent 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 Issuing Bank Lenders, in either case in an amount equal to the greatest amount for which such Letter of Credit or such Credit Support may be drawn, drawn plus any 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, the Issuing Bank Agent and the Lenders for payments to be made by the Agent, the Issuing Bank Agent and the Lenders under such Letter of Credit or under Credit Support and any reimbursement or guaranty agreement fees and expenses associated with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank and the Lenders for payments made by the Agent, the Issuing Bank and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect theretoCredit Support. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent Agent, for the ratable benefit of the Issuing Bank Agent and the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligationsaggregate undrawn amount of such Letters of Credit or such Credit Support remaining outstanding. In additionAfter such Letters of Credit and such Credit Supports shall have expired or otherwise have been fully drawn upon and all reimbursement obligations with respect thereto shall have been paid in full, the Agent may at any time after the Termination Date apply any or all balance, if any, of such Cash Collateral to the payment and/or all remaining outstanding Supporting Letters of any or all of the Secured Obligations then due and payable. At the Borrowers' request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of returnCredit, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held returned to the Borrower Representative or as additional Cash Collateral on the terms set forth in this SECTION 3.9otherwise required by law.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(B)Section 1.4(b) and Section 10.1, any Letter of Credit or Credit Support is outstanding on upon the Termination Datetermination of this Agreement, then on or prior to the Termination Date, or in any case upon the occurrence of an Event of Default, such termination the Borrowers shall, promptly on demand by the Agent, deposit with the Agent, for the Ratable benefit of the Lenders, with respect to each Letter of Credit or Credit Support then outstanding, as at the election of the Borrower Representative either (i) deposit with the Agent, for the ratable benefit of the Agent shall specifyand the Lenders, either (a) a standby letter of credit in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent (a "Supporting Letter of Credit") in form or (ii) deposit immediately available funds into a cash collateral account with the Agent and substance satisfactory to under the sole dominion and control of the Agent (the "Cash Collateral"), for the ratable benefit of the Agent and the Issuing BankLenders, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in either case in an amount equal to the greatest aggregate undrawn amount for which of such Letter of Credit may or such Credit Support plus any fees and expenses associated with such Letter of Credit or such Credit Support. The Agent shall be drawn, 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, the Issuing Bank Agent and the Lenders for payments to be made by the Agent, the Issuing Bank Agent and the Lenders under such Letter of Credit or under Credit Support and any reimbursement or guaranty agreement fees and expenses associated with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank and the Lenders for payments made by the Agent, the Issuing Bank and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect theretoCredit Support. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent Agent, for the ratable benefit of the Issuing Bank Agent and the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligationsaggregate undrawn amount of such Letters of Credit or such Credit Support remaining outstanding. In additionAfter such Letters of Credit 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 may at any time after the Termination Date apply any or all balance, if any, of such Cash Collateral to the payment and/or all remaining outstanding Supporting Letters of any or all of the Secured Obligations then due and payable. At the Borrowers' request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of returnCredit, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held returned to the Borrower Representative or as additional Cash Collateral on the terms set forth in this SECTION 3.9otherwise required by law.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the -------------------------------------------- provisions of SECTION 3.2(B)this Section 2.3, and without limitation to any of the Agent's, Issuing Lender's and/or Lenders' rights under Section 11.2, any Letter of Credit is outstanding on upon the Termination Datetermination of this Agreement, then on or prior to upon such termination the Termination Date, or in any case upon applicable Borrower at whose request the occurrence Letter of an Event of Default, the Borrowers shall, promptly on demand by the Agent, Credit was issued shall deposit with the Agent, for at the Ratable benefit of the LendersAgent's discretion, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (aA) a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Agent and the Issuing BankAgent, --------------------------- issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in an amount equal to the greatest amount for which such Letter of Credit may be drawndrawn (plus fees, commissions and expenses which may be or become payable thereunder), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the Security Trustee, Issuing Bank and the Lender and/or Lenders for payments made by the Agent, the Issuing Bank and the Lender and/or Lenders under such Letter of Credit or under any reimbursement or guaranty agreement Credit Support provided through the Agent, Issuing Lender and/or Lenders with respect thereto, or (bB) Cash Collateral cash in an amount amounts necessary to reimburse the Agent, the Issuing Bank and the Lender and/or Lenders for payments made by the Agent, the Issuing Bank and the Lender and/or Lenders under such Letter of Credit or under any reimbursement Credit Support provided through the Agent, Issuing Lender and/or Lenders (plus fees, commissions and expenses which may be or guaranty agreement with respect theretobecome payable thereunder). Such Supporting Letter of Credit or Cash Collateral deposit of cash shall be held by the Agent for the benefit of the Issuing Bank and the LendersAgent, as security for, and to provide for the payment of, the Reimbursement Obligations. In addition, the Agent may at any time after the Termination Date apply any or all aggregate undrawn amount of such Cash Collateral to the payment Letters of any or all of the Secured Obligations then due and payable. At the Borrowers' request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION 3.9remaining outstanding.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(B3.2(b), the VRDN Letter of Credit or any Letter of Credit is outstanding on the Termination Date, then on or prior to the such Termination Date, or in any case upon the occurrence of an Event of Default, the Borrowers shall, promptly on demand by the Agent, deposit with the Agent, for the Ratable ratable benefit of the Lenders, with respect to the VRDN Letter of Credit and each Letter of Credit then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Agent and the Issuing BankAgent, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in an amount equal to the greatest amount for which each such Letter letter of Credit credit may be drawn, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the Issuing Bank Agent and the Lenders for payments made by the Agent, the Issuing Bank Agent and the Lenders under each such Letter letter of Credit credit or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank Agent and the Lenders for payments made by the Agent, the Issuing Bank Agent and the Lenders under each such Letter letter of Credit credit or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the benefit of the Issuing Bank and the Lenders, as security for, and to provide for the payment of, the Reimbursement ObligationsObligations and all reimbursement and other obligations with respect to the VRDN Letter of Credit. In addition, the Agent may at any time after the Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. At the Borrowers' request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, the Loans and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION 3.9.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(B), any Letter of Credit or IRB L/C is outstanding on the Termination Date, then on or prior to the such Termination Date, or in any case upon if the occurrence of Agent so demands while an Event of DefaultDefault exists, the Borrowers shall, promptly on then upon demand by the Agent, the Borrower shall deposit with the Agent, for the Ratable ratable benefit of the LendersLenders (ratable in accordance with their Commitment Percentages), with respect to each Letter of Credit or IRB L/C then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Agent and the Issuing BankAgent, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in an amount equal to the greatest amount for which such Letter of Credit or IRB L/C may be drawn, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the Issuing Bank Agent and the Lenders for payments made by the Agent, the Issuing Bank Agent and the Lenders under such Letter of Credit and IRB L/C or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank Agent and the Lenders for payments made by the Agent, the Issuing Bank Agent and the Lenders under such Letter of Credit or IRB L/C or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the ratable benefit of the Issuing Bank and the LendersLenders (ratable in accordance with their Commitment Percentages), as security for, and to provide for the payment of, the Reimbursement Obligations. In addition, the Agent may at any time after the Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. At the Borrowers' Borrower's request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, the Loans and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION 3.9.be

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(B), Section 2.3(b) and Section 13.1 any Letter of Credit is outstanding on the Termination Date, then on or prior to the Termination Date, or in any case upon the occurrence termination of this Agreement or after an Event of DefaultDefault shall occur and be continuing, then upon such termination or during the Borrowers continuance of such Event of Default the Borrower for whose account such Letter of Credit was issued shall, promptly on demand by at the Agent, request of the Administrative Agent (with the Administrative Agent acting at the direction of the Required Lenders) deposit with the Collateral Agent, for the Ratable ratable benefit of the Letter of Credit Issuer and the Lenders, with respect to each such Letter of Credit then outstanding, as the Agent Required Lenders in their discretion shall specify, either (ai) a standby letter of credit (a "“Supporting Letter of Credit"”) in form and substance reasonably satisfactory to the Agent and the Issuing BankAgents, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank Agents in an amount equal to 105% of the greatest amount for which such Letter of Credit may be drawndrawn 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 AgentLetter of Credit Issuer and the Lenders for payments to be made by the Letter of Credit Issuer and the Lenders under such Letter of Credit and any fees and expenses associated with such Letter of Credit, or (ii) cash in an amount equal to 105% of the Issuing Bank amount necessary to reimburse the Letter of Credit Issuer and the Lenders for payments made by the Agent, the Issuing Bank and Letter of Credit Issuer or the Lenders under such Letter of Credit or under and any reimbursement or guaranty agreement fees and expenses associated with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank and the Lenders for payments made by the Agent, the Issuing Bank and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect theretoCredit. Such Supporting Letter of Credit or Cash Collateral deposit of cash shall be held by the Agent Collateral Agent, for the ratable benefit of the Issuing Bank Letter of Credit Issuer and the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In addition, the Agent may at any time after the Termination Date apply any or all aggregate undrawn amount of such Cash Letters of Credit remaining outstanding; provided that, such Supporting Letter of Credit shall be terminated or cash held by the Collateral Agent returned upon (A) with respect to the termination of this Agreement, upon payment of any or all of the Secured Obligations then due aggregate and payable. At the Borrowers' request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption undrawn amount of such Cash Collateral shall be Secured Obligations hereunder secured by the CollateralLetters of Credit remaining outstanding or (B) with respect to an Event of Default, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out upon curing such Event of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION 3.9Default.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(BSection 3.2(b), any Letter of Credit is outstanding on the Termination Date, then on or prior to the such Termination Date, or in any case upon the occurrence of an Event of Default, the Borrowers shall, promptly on demand by the Agent, deposit with the Agent, for the Ratable ratable benefit of the Lenders, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Agent and the Issuing BankAgent, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in an amount equal to the greatest amount for which each such Letter letter of Credit credit may be drawn, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the Issuing Bank Agent and the Lenders for payments made by the Agent, the Issuing Bank Agent and the Lenders under each such Letter letter of Credit credit or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank Agent and the Lenders for payments made by the Agent, the Issuing Bank Agent and the Lenders under each such Letter letter of Credit credit or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the benefit of the Issuing Bank and the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In addition, the Agent may at any time after the Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. At the Borrowers' request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, the Loans and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION Section 3.9.. -44- 52

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(B)Section 1.3(b) and Section 10.1, any Letter of Credit or Credit Support is outstanding on upon the Termination Datetermination of this Agreement, then on or prior to upon such termination the Termination Date, or in any case upon the occurrence of an Event of Default, the Borrowers Borrower shall, promptly on demand by at the Agentrequest of Agent in its sole discretion, either: (A) deposit with the Agent, for the Ratable ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit or Credit Support then outstandingoutstanding (the "Remaining Letter of Credit Obligations"), as the Agent shall specify, either (a) a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Agent and the Issuing BankAgent, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in an amount equal to 110% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the Issuing Bank Agent and the Lenders for payments to be made by the Agent, the Issuing Bank Agent and the Lenders under such Letter of Credit or under Credit Support and any reimbursement or guaranty agreement fees and expenses associated with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank and the Lenders for payments made by the Agent, the Issuing Bank and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect theretoCredit Support. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent Agent, for the ratable benefit of the Issuing Bank Agent and the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In additionaggregate undrawn amount of such Letters of Credit or such Credit Support remaining outstanding, or (B) pledge or deposit with or deliver to Agent, for the benefit of the Letter of Credit Issuer, the Agent may at any time after Agent, and the Termination Date apply any Lenders, as collateral for the Remaining Letter of Credit Obligations, cash or all deposit account balances in the amount of such Cash Collateral 110% of the Remaining Letter of Credit Obligations, pursuant to documentation in form and substance satisfactory to the payment Agent and the Letter of any or all of Credit Issuer (which documents are hereby consented to by the Secured Obligations then due and payableLenders). At the Borrowers' request, but subject The Borrower hereby grants to the Agent's reasonable approval, for the benefit of the Agent, the Agent shall invest any Cash Collateral consisting Letter of cash or any Credit Issuer, and the Lenders, a security interest in all such cash, deposit accounts, and all balances therein, and all proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such foregoing. Cash Collateral shall be Secured Obligations hereunder secured by the Collateralmaintained in blocked, shall bear non-interest bearing deposit accounts at the rates provided herein for Prime Rate Revolving Credit LoansBank of America, and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION 3.9.N.A..

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(B)Section 2.2.2 and Article VII, any Letter of Credit is outstanding on upon the Termination Datetermination of this Agreement, then on or prior to upon such termination the Termination Date, or in any case upon the occurrence of an Event of Default, the Borrowers shall, promptly on demand by the Agent, Borrower shall deposit with the Agent, for the Ratable ratable benefit of the Agent and the Formula Lenders, with respect to each Letter of Credit then outstanding, as the Agent Agent, in its discretion shall specify, either (aA) a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Agent and the Issuing BankAgent, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in an amount equal to the greatest amount for which such Letter of Credit may be drawndrawn 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, the Issuing Bank Agent and the Formula Lenders for payments made by the Agent, the Issuing Bank Agent and the Formula Lenders under such Letter of Credit or under any reimbursement credit support or guaranty agreement enhancement provided through the Agent with respect theretothereto and any fees and expenses associated with such Letter of Credit, or (bB) Cash Collateral cash in an amount amounts necessary to reimburse the Agent, the Issuing Bank Agent and the Formula Lenders for payments made by the Agent, Agent or the Issuing Bank and the Formula Lenders under such Letter of Credit or under any reimbursement credit support or guaranty agreement enhancement provided through the Agent with respect theretothereto 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 Cash Collateral Account"). Such Supporting Letter of Credit or Cash Collateral deposit of cash shall be held by the Agent Agent, for the ratable benefit of the Issuing Bank Agent and the Formula Lenders, as security for, and to provide for the payment of, the Reimbursement Obligationsaggregate undrawn amount of such Letters of Credit remaining outstanding. In additionThe Borrower hereby assigns, pledges, grants and sets over to the Agent may at any time after for the Termination Date apply any or benefit of the Lenders, a first priority security interest in, and Lien on, all of such cash on deposit in the Letter of Credit Cash Collateral to the payment Account and/or Supporting Letter of any or all of the Secured Obligations then due and payable. At the Borrowers' requestCredit, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection together with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, all proceeds (cash and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, non-cash) and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held products thereof as additional Cash Collateral on security for the terms set forth in this SECTION 3.9Obligations.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(BSection 3.2(b), any Letter of Credit is outstanding on the Termination Date, then on or prior to the such Termination Date, or in any case upon the occurrence of an Event of Default, the Borrowers Borrower shall, promptly on demand by the Agent, deposit with the Agent, for the Ratable ratable benefit of the Lenders, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Agent and the Issuing BankAgent, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in an amount equal to the greatest amount for which such Letter of Credit may be drawn, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the Issuing Bank Agent and the Lenders for payments made by the Agent, the Issuing Bank Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank Agent and the Lenders for payments made by the Agent, the Issuing Bank Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the benefit of the Issuing Bank and the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In addition, the Agent may at any time after the Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. At the Borrowers' Borrower's request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, the Loans and shall be charged to the Borrowers' Borrower's Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION Section 3.9.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(B)Section 1.3(b) and Section 10.1, any Letter of Credit or Credit Support is outstanding on upon the Termination Datetermination of this Agreement, then on or prior to upon such termination the Termination Date, or in any case upon the occurrence of an Event of Default, the Borrowers Borrower shall, promptly on demand by the Agent, : (1) deposit with the Agent, for the Ratable ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit or Credit Support then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a "“Supporting Letter of Credit"”) in form and substance satisfactory to the Agent and the Issuing BankAgent, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in an amount equal to the greatest amount for which such Letter of Credit or such Credit Support may be drawndrawn plus any 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, the Issuing Bank Agent and the Lenders for payments to be made by the Agent, the Issuing Bank Agent and the Lenders under such Letter of Credit or under Credit Support and any reimbursement or guaranty agreement fees and expenses associated with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank and the Lenders for payments made by the Agent, the Issuing Bank and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect theretoCredit Support. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent Agent, for the ratable benefit of the Issuing Bank Agent and the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In additionaggregate undrawn amount of such Letters of Credit or such Credit Support remaining outstanding, or (2) deposit into the Agent may at any time after Cash Collateralized Letter of Credit Account cash in an amount equal to the amount of all issued and undrawn Letters of Credit outstanding on the Termination Date apply and Credit Support then outstanding as collateral security for the reimbursement of drawings thereunder which shall be used to reimburse the Letter of Credit Issuer or Credit Support provider promptly upon a drawing under any such Letter of Credit or all of such Cash Collateral Credit Support, as the case may be, with the respective portion thereof to be returned promptly to the payment Borrower when the respective Letter of any Credit or all of the Secured Obligations then due and payable. At the Borrowers' request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION 3.9Support expires.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(B)this Section and Section 8, any Letter of Credit is outstanding on upon the Termination Datetermination of this Agreement, then on or prior to upon such termination the Termination Date, or in any case upon the occurrence of an Event of Default, the Borrowers shall, promptly on demand by the Agent, Borrower shall deposit with the Administrative Agent, for the Ratable ratable benefit of the Issuing Lenders and the Lenders, with respect to each Letter of Credit then outstanding, as the Agent Required Lenders in their discretion shall specify, either (ai) a standby letter of credit (a "“Supporting Letter of Credit"”) in form and substance satisfactory to the Agent and the Issuing BankAdministrative Agent, issued by an issuer reasonably satisfactory to the Administrative Agent and the Issuing Bank in an amount equal to the greatest amount for which such Letter of Credit may be drawndrawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Administrative Agent is entitled to draw amounts necessary to reimburse the Administrative Agent, the Issuing Bank Lenders and the Lenders for payments to be made under or in connection with such Letter of Credit and any fees and expenses associated with such Letter of Credit, or (ii) cash in amounts necessary to reimburse the Administrative Agent, the Issuing Lenders and the Lenders for payments made by the Agent, the Issuing Bank and the Lenders under or in connection with such Letter of Credit or under and any reimbursement or guaranty agreement fees and expenses associated with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank and the Lenders for payments made by the Agent, the Issuing Bank and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect theretoCredit. Such Supporting Letter of Credit or Cash Collateral deposit of cash shall be held by the Agent Administrative Agent, for the ratable benefit of the Administrative Agent, the Issuing Bank Lenders and the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In additionaggregate undrawn amount of such Letters of Credit remaining outstanding; provided that in the case of any Letter of Credit denominated in a currency other than Dollars, upon the request of the Administrative Agent or the relevant Issuing Lender, the Borrower shall deposit additional amounts in the cash collateral account in such amounts as reasonably determined by the Administrative Agent may at any time after to achieve the Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. At the Borrowers' request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting deposit of cash in Cash Equivalentsthe amount required above, and taking into account the effects of currency exchange fluctuations with respect to the applicable currency. Reasonable interest shall accrue on any commissionssuch cash deposit, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral which accrued interest shall be Secured Obligations hereunder secured by for the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out account of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as toBorrower, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in subject to this SECTION 3.9Agreement.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(B), any Letter of Credit is outstanding on the Termination Date, then on or prior to the such Termination Date, or in any case upon the occurrence of an Event of Default, the Borrowers Borrower shall, promptly on demand by the Agent, deposit with the Agent, for the Ratable ratable benefit of the Lenders, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Agent and the Issuing BankAgent, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in its reasonable judgment in an amount equal to the greatest amount for which such Letter of Credit may be drawn, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the Issuing Bank Agent and the Lenders for payments made by the Agent, the Issuing Bank Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank Agent and the Lenders for payments made by the Agent, the Issuing Bank Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the benefit of the Issuing Bank and the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In addition, the Agent may at any time after the Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. At the Borrowers' Borrower's request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, the Loans and shall be charged to the Borrowers' Borrower's Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION 3.9.

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of SECTION 3.2(B), any Letter of Credit is outstanding on the Termination Date, then on or prior to the such Termination Date, or in any case upon the occurrence of an Event of Default, the Borrowers Borrower shall, promptly on demand by the Agent, deposit with the Agent, for the Ratable ratable benefit of the Lenders, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Agent and the Issuing BankAgent, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in its reasonable judgment in an amount equal to the greatest amount for which such Letter of Credit may be drawn, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the Issuing Bank Agent and the Lenders for payments made by the Agent, the Issuing Bank Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse the Agent, the Issuing Bank Agent and the Lenders for payments made by the Agent, the Issuing Bank Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the benefit of the Issuing Bank and the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In addition, the Agent may at any time after the Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. At the Borrowers' Borrower's request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, the Loans and shall be charged to the Borrowers' Borrower's Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION 3.9.. 40

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the -------------------------------------------- provisions of SECTION 3.2(B)this Section 2.3, and without limitation to any of the Agent's, Issuing Lender's and/or Lenders' rights under Section 11.2, any Letter of Credit is outstanding on upon the Termination Datetermination of this Agreement, then on or prior to upon such termination the Termination Date, or in any case upon applicable Borrower at whose request the occurrence Letter of an Event of Default, the Borrowers shall, promptly on demand by the Agent, Credit was issued shall deposit with the Agent, for at the Ratable benefit of the LendersAgent's discretion, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (aA) a standby letter of credit (a "Supporting Letter of Credit") in form and substance --------------------------- satisfactory to the Agent and the Issuing BankAgent, issued by an issuer reasonably satisfactory to the Agent and the Issuing Bank in an amount equal to the greatest amount for which such Letter of Credit may be drawndrawn (plus fees, commissions and expenses which may be or become payable thereunder), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the Issuing Bank and the Lender and/or Lenders for payments made by the Agent, the Issuing Bank and the Lender and/or Lenders under such Letter of Credit or under any reimbursement or guaranty agreement Credit Support provided through the Agent, Issuing Lender and/or Lenders with respect thereto, or (bB) Cash Collateral cash in an amount amounts necessary to reimburse the Agent, the Issuing Bank and the Lender and/or Lenders for payments made by the Agent, the Issuing Bank and the Lender and/or Lenders under such Letter of Credit or under any reimbursement Credit Support provided through the Agent, Issuing Lender and/or Lenders (plus fees, commissions and expenses which may be or guaranty agreement with respect theretobecome payable thereunder). Such Supporting Letter of Credit or Cash Collateral deposit of cash shall be held by the Agent for the benefit of the Issuing Bank and the LendersAgent, as security for, and to provide for the payment of, the Reimbursement Obligations. In addition, the Agent may at any time after the Termination Date apply any or all aggregate undrawn amount of such Cash Collateral to Letters of Credit remaining outstanding and if cash, such cash shall be placed in an interest bearing account and the payment of any or all interest earned shall be for the account of the Secured Obligations then due and payable. At the Borrowers' request, but subject to the Agent's reasonable approval, the Agent shall invest any Cash Collateral consisting of cash or any proceeds of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Agent in connection with any investment and redemption of such Cash Collateral shall be Secured Obligations hereunder secured by the Collateral, shall bear interest at the rates provided herein for Prime Rate Revolving Credit Loans, and shall be charged to the Borrowers' Loan Accounts, or, at the Agent's option, shall be paid out of the proceeds of any earnings received by the Agent from the investment of such Cash Collateral as provided herein or out of such cash itself. The Agent makes no representation or warranty as to, and shall not be responsible for, the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this SECTION 3.9Borrower.