Common use of Termination of the Facility Clause in Contracts

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Termination Date, then upon such termination the Borrower shall deposit with the Agent, for the benefit of the Agent and the Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “Supporting Letter of Credit”), in form and substance satisfactory to the Agent (in its Permitted Discretion), issued by an issuer satisfactory to the Agent (in its Permitted Discretion), in a stated amount equal to 105% of the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Lenders for payments to be made by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, in an amount equal to 105% of the Collateral Shortfall Amount to be held in the Facility LC Collateral Account. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Termination Date, then upon such termination the Borrower shall deposit with the Agent, for the benefit of the Agent and the Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “Supporting Letter of Credit”), in form and substance satisfactory to the Agent (in its Permitted Discretion)Agent, issued by an issuer satisfactory to the Agent (in its Permitted Discretion)Agent, in a stated amount amount, equal to 105% of the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Lenders for payments to be made by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, in an amount equal to 105% of the Collateral Shortfall Amount to be held in the Facility LC Collateral Account. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Termination DateAgreement, then upon such termination the applicable Borrower shall deposit with the Agent, the Canadian Correspondent Lender, or the UK Correspondent Lender, as the case may be, for the benefit of the Agent and the Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “Supporting Letter of Credit”), in form and substance satisfactory to the Agent (in its Permitted Discretion)Agent, issued by an issuer satisfactory to the Agent (in its Permitted Discretion)Agent, in a stated an amount in immediately available funds equal to 105% of the difference of (x) the amount of LC Obligations of such Borrower at such time, less (y) the amount on deposit in the such Borrower’s Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”), under which Supporting Letter of Credit the Agent Agent, the Canadian Correspondent Lender, or the UK Correspondent Lender, as the case may be, is entitled to draw amounts necessary to reimburse the Agent, the applicable LC Issuer and the Lenders for payments to be made by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, cash in an amount equal to 105% of the Collateral Shortfall Amount to (which funds shall be held in the Facility LC Collateral Account). Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, the Canadian Correspondent Lender, or the UK Correspondent Lender, as the case may be, for the benefit of the Applicable Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstandingoutstanding and all Reimbursement Obligations.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Revolver Termination Date, then upon such termination the Borrower Borrowers shall deposit with the Agent, for the benefit of the Agent and the Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “Supporting Letter of Credit”), in form and substance satisfactory to the Agent (in its Permitted Discretion)Agent, issued by an issuer satisfactory to the Agent (in its Permitted Discretion)Agent, in a stated amount equal to 105% of the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Lenders for payments to be made by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, in an amount equal to 105% of the Collateral Shortfall Amount to be held in the Facility LC Collateral Account. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Termination Date, then upon such termination the Borrower Borrowers shall deposit with the Agent, for the benefit of the Agent and the LendersLender, with respect to all LC Obligations, as the Agent Lender in its discretion shall specify, either (i) a standby letter of credit (a “Supporting Letter of Credit”), in form and substance satisfactory to the Agent (in its Permitted Discretion)Lender, issued by an issuer satisfactory to the Agent (in its Permitted Discretion)Lender, in a stated amount amount, in immediately available funds (which funds shall be held in the Facility LC Collateral Account), equal to 105% of the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”), under which Supporting Letter of Credit the Agent Lender is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Lenders Lender for payments to be made by the Agent, the LC Issuer and the Lenders Lender under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, cash in an amount equal to 105% of the Collateral Shortfall Amount to be held in the Facility LC Collateral AccountAmount. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the LendersLender, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon at the earlier time of (x) the termination of this Agreement and (y) the Facility Termination DateAgreement, then upon such termination the Borrower Domestic Borrowers shall deposit with the Agent, for the benefit of the Agent and the Domestic Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “Supporting Letter of Credit”), in form and substance satisfactory to the Agent (in its Permitted Discretion)Agent, issued by an issuer satisfactory to the Agent (in its Permitted Discretion)Agent, in a stated an amount in immediately available funds (which funds shall be held in the Facility LC Collateral Account) equal to 105% of the difference of (x) the amount of LC Obligations of the Domestic Borrowers at such time, less (y) the amount on deposit in the Domestic Borrowers’ Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Domestic Lenders for payments to be made by the Agent, the LC Issuer and the Domestic Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, cash in an amount equal to 105% of the Collateral Shortfall Amount to be held in the Facility LC Collateral AccountAmount. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Domestic Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Termination DateAgreement, then upon such termination the Borrower shall deposit with the Agent, for the benefit of the Agent and the Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “Supporting Letter of Credit”"SUPPORTING LETTER OF CREDIT"), in form and substance satisfactory to the Agent (in its Permitted Discretion)Agent, issued by an issuer satisfactory to the Agent (in its Permitted Discretion)Agent, in a stated an amount in immediately available funds (which funds shall be held in the Facility LC Collateral Account) equal to 105% of the difference of (x) the amount of LC Obligations of the Borrower at such time, less (y) the amount on deposit in the Borrower's Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”"COLLATERAL SHORTFALL AMOUNT"), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Lenders for payments to be made by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, cash in an amount equal to 105% of the Collateral Shortfall Amount to be held in the Facility LC Collateral AccountAmount. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Termination Date, then upon such termination the Borrower shall deposit with the Agent, for the benefit of the Agent and the LendersSecured Parties, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “Supporting Letter of Credit”), in form and substance satisfactory to the Agent (in its Permitted Discretion)Agent, issued by an issuer satisfactory to the Agent (in its Permitted Discretion)Agent, in a stated amount amount, equal to 105% of the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Revolving Lenders for payments to be made by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, in an amount equal to 105% of the Collateral Shortfall Amount to be held in the Facility LC Collateral Account. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the LendersSecured Parties, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Termination DateAgreement, then upon such termination the Borrower Revolving Borrowers shall deposit with the Agent, for the benefit of the Agent and the Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “"Supporting Letter of Credit”"), in form and substance satisfactory to the Agent (in its Permitted Discretion)Agent, issued by an issuer reasonably satisfactory to the Agent (in its Permitted Discretion)Agent, in a stated an amount in immediately available funds (which funds shall be held in the Facility LC Collateral Account) equal to 105% of the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “"Collateral Shortfall Amount”"), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Lenders for payments to be made by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, cash in an amount equal to 105% of the Collateral Shortfall Amount to be held in the Facility LC Collateral AccountAmount. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Termination Date, then upon such termination the Borrower Borrowers shall deposit with the Agent, for the benefit of the Agent and the Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “"Supporting Letter of Credit”"), in form and substance satisfactory to the Agent (in its Permitted Discretion)Agent, issued by an issuer satisfactory to the Agent (in its Permitted Discretion)Agent, in a stated amount equal to 105% of the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “"Collateral Shortfall Amount”"), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Lenders for payments to be made by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses associated with such A&R CREDIT AGREEMENT Facility LC, or (ii) cash, in immediately available funds, in an amount equal to 105% of the Collateral Shortfall Amount to be held in the Facility LC Collateral Account. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement Agreement, and (y) the Facility Termination Date, then upon such termination the Borrower shall deposit with the Agent, for the benefit of the Agent and the Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “Supporting Letter of Credit”), in form and substance satisfactory to the Agent (in its Permitted Discretion)Agent, issued by an issuer satisfactory to the Agent (in its Permitted Discretion)Agent, in a stated amount amount, equal to one- hundred five percent (105% %) of the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Lenders for payments to be made by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, in an amount equal to one-hundred five percent (105% %) of the Collateral Shortfall Amount to be held in the Facility LC Collateral Account. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Termination Date, then upon such termination the Borrower shall deposit with the Agent, for the benefit of the Agent and the Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “Supporting Letter of Credit”), in form and substance satisfactory to the Agent (in its Permitted Discretion), issued by an issuer satisfactory to the Agent (in its Permitted Discretion), in a stated amount equal to 105% of the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Lenders for payments to be made by the Agent, the LC Issuer and the Lenders 52 under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, in an amount equal to 105% of the Collateral Shortfall Amount to be held in the Facility LC Collateral Account. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Termination Date, then upon such termination the Borrower Borrowers shall deposit with the Agent, for the benefit of the Agent and the LendersLender, with respect to all LC Obligations, as the Agent Lender in its discretion shall specify, either (i) a standby letter of credit (a “"Supporting Letter of Credit”"), in form and substance satisfactory to the Agent (in its Permitted Discretion)Lender, issued by an issuer satisfactory to the Agent (in its Permitted Discretion)Lender, in a stated amount amount, equal to 105% of the difference of (x) the amount of LC Obligations at such time, less minus (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “"Collateral Shortfall Amount”"), under which Supporting Letter of Credit the Agent Lender is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Lenders Lender for payments to be made by the Agent, the LC Issuer and the Lenders Lender under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available fundsfunds (which funds shall be held in the Facility LC Collateral Account), in an amount equal to 105% of the Collateral Shortfall Amount to be held in the Facility LC Collateral AccountAmount. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Lenders, Lender as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, If any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement, whether at scheduled termination, by acceleration or otherwise, then, notwithstanding anything in this Agreement and (y) to the Facility Termination Datecontrary, then upon such termination the Borrower Company shall deposit with the Agent, for the benefit of the Agent and the Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “Supporting Letter of Credit”), in form and substance satisfactory to the Agent (in its Permitted Discretion)Agent, issued by an issuer satisfactory to the Agent Agent, or cash in an amount in immediately available funds (which funds shall be held in its Permitted Discretion), in a stated amount the LC Blocked Account) equal to 105% of the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Blocked Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Lenders for payments to be made by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, cash to be deposited in immediately available funds, the LC Blocked Account in an amount equal to 105% of the Collateral Shortfall Amount to be held in the Facility LC Collateral AccountAmount. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon at the earlier time of (x) the termination of this Agreement and (y) the Facility Termination DateAgreement, then upon such termination the Borrower Domestic Borrowers shall deposit with the Agent, for the benefit of the Agent and the Domestic Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “"Supporting Letter of Credit”"), in form and substance satisfactory to the Agent (in its Permitted Discretion)Agent, issued by an issuer satisfactory to the Agent (in its Permitted Discretion)Agent, in a stated an amount in immediately available funds (which funds shall be held in the Facility LC Collateral Account) equal to 105% of the difference of (x) the amount of LC Obligations of the Domestic Borrowers at such time, less (y) the amount on deposit in the Domestic Borrowers' Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “"Collateral Shortfall Amount”"), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Domestic Lenders for payments to be made by the Agent, the LC Issuer and the Domestic Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, cash in an amount equal to 105% of the Collateral Shortfall Amount to be held in the Facility LC Collateral AccountAmount. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Domestic Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement Agreement, and (y) the Facility Termination Date, then upon such termination the Borrower shall deposit with the Agent, for the benefit of the Agent and the Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “Supporting Letter of Credit”), in form and substance satisfactory to the Agent (in its Permitted Discretion)Agent, issued by an issuer satisfactory to the Agent (in its Permitted Discretion)Agent, in a stated amount amount, equal to one-hundred five percent (105% %) of the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Lenders for payments to be made by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, in an amount equal to one-hundred five percent (105% %) of the Collateral Shortfall Amount to be held in the Facility LC Collateral Account. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Termination Date, then upon such termination the Borrower shall deposit with the Agent, for the benefit of the Agent and the Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “Supporting Letter of Credit”), in form and substance satisfactory to the Agent (in its Permitted Discretion)Agent, issued by an issuer satisfactory to the Agent (in its Permitted Discretion)Agent, in a stated amount amount, equal to 105% one-hundred three percent (103%) of the difference of (x) the amount of LC Obligations at such time, time less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Lenders for payments to be made by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, LC or (ii) cash, in immediately available funds, in an amount equal to 105% one-hundred three percent (103%) of the Collateral Shortfall Amount to be held in the Facility LC Collateral Account. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstanding.

Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Termination DateAgreement, then upon such termination the applicable Borrower shall deposit with the Agent, the Canadian Correspondent Lender, or the UK Correspondent Lender, as the case may be, for the benefit of the Agent and the Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “"Supporting Letter of Credit”"), in form and substance satisfactory to the Agent (in its Permitted Discretion)Agent, issued by an issuer satisfactory to the Agent (in its Permitted Discretion)Agent, in a stated an amount in immediately available funds equal to 105% of the difference of (x) the amount of LC Obligations of such Borrower at such time, less (y) the amount on deposit in the such Borrower's Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “"Collateral Shortfall Amount”"), under which Supporting Letter of Credit the Agent Agent, the Canadian Correspondent Lender, or the UK Correspondent Lender, as the case may be, is entitled to draw amounts necessary to reimburse the Agent, the applicable LC Issuer and the Lenders for payments to be made by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, cash in an amount equal to 105% of the Collateral Shortfall Amount to (which funds shall be held in the Facility LC Collateral Account). Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, the Canadian Correspondent Lender, or the UK Correspondent Lender, as the case may be, for the benefit of the Applicable Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Facility LC remaining outstandingoutstanding and all Reimbursement Obligations.