Common use of Extended Letters of Credit Clause in Contracts

Extended Letters of Credit. An Account Party may request that an Issuing Bank allow, and an Issuing Bank may (in its sole discretion) agree to allow, one or more Letters of Credit issued by it to expire later than the date that is five Business Days prior to the Maturity Date. Any such Letter of Credit is referred to herein as an “Extended Letter of Credit”. The following provisions shall apply to any Extended Letter of Credit, notwithstanding any contrary provision set forth herein. (i) The participations of each Lender in each Extended Letter of Credit shall terminate at the close of business on the date that is five Business Days prior to the Maturity Date, with the effect that Lenders shall not have any obligations to acquire participations in any LC Disbursement made thereafter or otherwise with respect to such Extended Letter of Credit, except with respect to demands for drawings submitted on or prior to such date. (ii) On or prior to the date that is fifteen days prior to the Maturity Date (or on the date of any earlier termination of the Commitments), each Account Party shall deposit with each Issuing Bank an amount in cash equal to the LC Exposure as of such date attributable to the Extended Letters of Credit issued by such Issuing Bank for the account of such Account Party. Each such deposit shall be held by the applicable Issuing Bank in an account maintained by it as collateral for the obligations of such Account Party in respect of such Extended Letters of Credit. Each applicable Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the relevant Issuing Bank and at such Account Party's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the relevant Issuing Bank to reimburse LC Disbursements in respect of such Extended Letters of Credit issued for the account of such Account Party for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of any reimbursement obligations of such Account Party for such Issuing Bank’s LC Exposure at such time. (iii) After the close of business on the date that is five Business Days prior to the Maturity Date, the fees that would have accrued pursuant to clause (i) of Section 2.11(b) (if the participations of the Lenders in the Extended Letters of Credit had not terminated) shall continue to accrue on the LC Exposure in respect of each Extended Letter of Credit and shall be payable to each applicable Issuing Bank for its own account.

Extended Letters of Credit. An Account Party may request that an Issuing Bank allowIf on the Applicable Maturity Date with respect to any Letter of Credit such Letter of Credit remains outstanding, then notwithstanding anything to the contrary herein, and an Issuing Bank may notwithstanding the occurrence of the Applicable Maturity Date with respect to such Letter of Credit or the termination of the Commitments of the Lenders to make Committed Loans hereunder for any other reason, the Administrative Agent, L/C Issuers, the Borrower and the Revolving Credit Lenders agree that: (i) the obligation of the L/C Issuers contained herein with respect to honoring draws under such Letter of Credit shall continue with respect to such Letter of Credit (in accordance with its sole discretionterms) agree until the expiry of such Letter of Credit; (ii) the obligations of the Borrower contained herein to allowreimburse the Administrative Agent, one the L/C Issuers or more the Revolving Credit Lenders who have participations in such Letter of Credit, with respect to any drawings or any other L/C Obligations with respect to such Letter of Credit shall continue with respect to such Letter of Credit (in accordance with its terms) until the expiry of all Letters of Credit issued by and the payment of all L/C Obligations; (iii) if it has not done so already, the Borrower shall provide Cash Collateral with respect to expire later than such Letter of Credit in accordance with Section 6.09; (iv) the date obligations of the Revolving Credit Lenders contained herein to make available their respective Applicable Percentages of any Unreimbursed Amount, or to otherwise purchase participations in or reimburse the applicable L/C Issuer for any Unreimbursed Amounts, shall terminate with respect to such Letter of Credit upon the Applicable Maturity Date with respect to such Letter of Credit if and to the extent the Borrower has provided Cash Collateral with respect to such Letter of Credit in accordance with Section 6.09; and (v) except as otherwise provided in Section 2.03(l)(iv), all provisions contained herein as are related to any Letter of Credit and any L/C Obligations (including provisions related to Cash Collateral and Defaulting Lenders, the occurrence of any Default, and the availability of all remedies and rights of the Administrative Agent, the L/C Issuers and/or the Revolving Credit Lenders with respect thereto) shall continue in full force and effect until the expiry of all Letters of Credit and the repayment in full of all Obligations, without regard to the occurrence of the Applicable Maturity Date with respect to such Letter of Credit. Notwithstanding the foregoing provisions of this Section 2.03(l), no L/C Issuer shall, and no L/C Issuer shall have any obligation to, issue, amend, renew or extend any Letter of Credit after the day that is five Business Days prior to the Applicable Maturity Date. Any Date with respect to such Letter of Credit is referred to herein as an “Extended Letter of Credit”. The following provisions shall apply to any Extended Letter of Credit, notwithstanding any contrary provision set forth herein. (i) The participations of each Lender in each Extended and no Letter of Credit shall terminate at the close of business on the may have an expiry date that is five Business Days prior to the Maturity Date, with the effect that Lenders shall not have any obligations to acquire participations in any LC Disbursement made thereafter or otherwise with respect to such Extended Letter of Credit, except with respect to demands for drawings submitted on or prior to such date. (ii) On or prior to the date that is fifteen days prior to the Maturity Date (or on the date of any earlier termination of the Commitments), each Account Party shall deposit with each Issuing Bank an amount in cash equal to the LC Exposure as of such date attributable to the Extended Letters of Credit issued by such Issuing Bank for the account of such Account Party. Each such deposit shall be held by later than the applicable Issuing Bank in an account maintained by it as collateral for the obligations of such Account Party in respect of such Extended Letters of Credit. Each applicable Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the relevant Issuing Bank and at such Account Party's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the relevant Issuing Bank to reimburse LC Disbursements in respect of such Extended Letters of Credit issued for the account of such Account Party for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of any reimbursement obligations of such Account Party for such Issuing Bank’s LC Exposure at such time. (iii) After the close of business on the date that is five Business Days prior to the Maturity Date, the fees that would have accrued pursuant to clause (i) of Section 2.11(b) (if the participations of the Lenders in the Extended Letters of Credit had not terminated) shall continue to accrue on the LC Exposure in respect of each Extended Letter of Credit and shall be payable to each applicable Issuing Bank for its own accountExpiration Date.

Extended Letters of Credit. An Account Party may request that an Issuing Bank allow, and an Issuing Bank may (in its sole discretion) agree to allow, one or more Letters of Credit issued by it to expire later than the date that is five Business Days prior to the Maturity Date. Any such Letter of Credit is referred to herein as an “Extended Letter of Credit”. The following provisions shall apply to any Extended Letter of Credit, notwithstanding any contrary provision set forth herein. (i) The participations of each Lender in each Extended Letter of Credit shall terminate at the close of business on the date that is five Business Days prior to the Maturity Date, with the effect that Lenders shall not have any obligations to acquire participations in any LC Disbursement made thereafter or otherwise with respect to such Extended Letter of Credit, except with respect to demands for drawings submitted on or prior to such date. (ii) On or prior to the date that is fifteen days prior to the Maturity Date (or on the date of any earlier termination of the Commitments), each Account Party shall deposit with each Issuing Bank an amount in cash (or other credit support approved by such Issuing Bank in its sole discretion) equal to the LC Exposure as of such date attributable to the Extended Letters of Credit issued by such Issuing Bank for the account of such Account Party. Each such deposit shall be held by the applicable Issuing Bank in an account maintained by it as collateral for the obligations of such Account Party in respect of such Extended Letters of Credit. Each applicable Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option request of an Account Party (and sole discretion at such Account Party’s risk and expense) and subject to the agreement of the relevant Issuing Bank and at such Account Party's risk and expense(not to be unreasonably withheld), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the relevant Issuing Bank to reimburse LC Disbursements in respect of such Extended Letters of Credit issued for the account of such Account Party for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of any reimbursement obligations of such Account Party for such Issuing Bank’s LC Exposure at such time and, to the extent of any excess over such Issuing Bank’s LC Exposure at such time, returned to the applicable Account Party. (iii) After the close of business on the date that is five Business Days prior to the Maturity Date, the fees that would have accrued pursuant to clause (i) of Section 2.11(b) (if the participations of the Lenders in the Extended Letters of Credit had not terminated) shall continue to accrue on the LC Exposure in respect of each Extended Letter of Credit and shall be payable to each applicable Issuing Bank for its own account.

Extended Letters of Credit. An Account Party may request that an Issuing Bank allow, and an Issuing Bank may (in its sole discretion) agree to allow, one or more Letters of Credit issued by it to expire later than the date that is five Business Days prior to the Scheduled Maturity Date. Any such Letter of Credit is referred to herein as an “Extended Letter of Credit”. The following provisions shall apply to any Extended Letter of Credit, notwithstanding any contrary provision set forth herein. (i) The participations of each Revolving Lender in each Extended Letter of Credit shall terminate at the close of business on the date that is five Business Days prior to the Scheduled Maturity Date, with the effect that Revolving Lenders shall not have any obligations to acquire participations in any LC Disbursement made thereafter or otherwise with respect to such Extended Letter of Credit, except with respect to demands for drawings submitted on or prior to such date. (ii) On or prior to the date that is fifteen days prior to the Scheduled Maturity Date (or on the date of any earlier termination of the Commitments), each Account Party shall deposit with each Issuing Bank an amount in cash (or other credit support approved by such Issuing Bank in its sole discretion) equal to the LC Exposure as of such date attributable to the Extended Letters of Credit issued by such Issuing Bank for the account of such Account Party. Each such deposit shall be held by the applicable Issuing Bank in an account maintained by it as collateral for the obligations of such Account Party in respect of such Extended Letters of Credit. Each applicable Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option request of an Account Party (and sole discretion at such Account Party’s risk and expense) and subject to the agreement of the relevant Issuing Bank and at such Account Party's risk and expense(not to be unreasonably withheld), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the relevant Issuing Bank to reimburse LC Disbursements in respect of such Extended Letters of Credit issued for the account of such Account Party for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of any reimbursement obligations of such Account Party for such Issuing Bank’s LC Exposure at such time and, to the extent of any excess over such Issuing Bank’s LC Exposure at such time, returned to the applicable Account Party. (iii) After the close of business on the date that is five Business Days prior to the Scheduled Maturity Date, the fees that would have accrued pursuant to clause (i) of Section 2.11(b) (if the participations of the Revolving Lenders in the Extended Letters of Credit had not terminated) shall continue to accrue on the LC Exposure in respect of each Extended Letter of Credit and shall be payable to each applicable Issuing Bank for its own account.

Extended Letters of Credit. An Account Party LC Applicants may request that an Issuing Bank allow, and an Issuing Bank may (in its sole discretion) agree to allow, allow one or more Letters of Credit issued by it to expire later than permitted by clause (ii) of Section 2.05(c). An Issuing Bank may (but shall not have any obligation to) agree to issue such Letters of Credit, provided that no such Letter of Credit shall expire later than the date that is five Business Days prior to one year after the Maturity Datedate of issuance. Any such Letter of Credit is referred to herein as an “Extended Letter of Credit”. The following provisions shall apply to any Extended Letter of Credit, notwithstanding any contrary provision set forth hereinin this Agreement. (i) The Subject to paragraph (v) below, the participations of each Revolving Lender in each Extended Letter of Credit shall terminate at the close of business on the date that is five Business Days prior to the Revolving Maturity Date, with the effect that the Lenders shall not have any obligations to acquire participations in any LC Disbursement made thereafter or otherwise with (other than in respect to such Extended Letter of Credit, except with respect to demands for drawings submitted on or prior to such datetermination). (ii) On or prior to before the date that is fifteen days prior to fifth Business Day before the Revolving Maturity Date (or on Date, the date of any earlier termination of the Commitments), each relevant Account Party Parties shall deposit with each Issuing Bank that shall have issued any Extended Letter of Credit then outstanding an amount in cash equal to 105% of the LC Exposure as of such date attributable to the outstanding Extended Letters of Credit issued by such Issuing Bank for Bank. Such deposits of cash collateral shall be made in the account respective amounts and currencies that correspond to the amounts and currencies of such Account Partythe LC Exposure in respect of each Extended Letter of Credit. Each such deposit shall be held by the applicable Issuing Bank in an account maintained by it as collateral for the obligations of such the relevant Account Party in respect of such Extended Letters of Credit. If an Issuing Bank notifies the Administrative Agent that the relevant Account Party has failed to make such deposit of cash collateral with such Issuing Bank when due, the Administrative Agent shall notify each Revolving Lender of the amount equal to 105% of the LC Exposure attributable to such Issuing Bank’s Extended Letters of Credit, the deposit of cash collateral then due from the relevant Account Party in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent an amount in Dollars equal to its Applicable Percentage of the deposit of cash collateral then due from the relevant Account Party, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Revolving Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders, to be held as cash collateral as provided herein; provided that (A) no Revolving Lender shall be required to make any such payment to the extent that such payment would result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment and (B) a Revolving Lender shall be relieved of its participation in any Extended Letters of Credit to the extent of any payments made by it under this paragraph to fund deposits of cash collateral securing such Extended Letters of Credit and accordingly its LC Exposure shall be reduced to the extent of such payment and such reduction shall be taken into account in determining the limitation on a Lender’s obligation to fund as described in clause (A) of this proviso. Any amounts so received by an Issuing Bank in Dollars that secure any Local Letters of Credit may, in the discretion of such Issuing Bank, be converted by it to the Local Currency in which such Local Letter of Credit is denominated. Any payment made by a Revolving Lender pursuant to this paragraph to fund deposits of cash collateral shall constitute an ABR Revolving Loan for all purposes of this Agreement. Each Account Party hereby consents to the foregoing and agrees that the amounts paid by a Revolving Lender pursuant to this paragraph to fund deposits of cash collateral required to secure any Letter of Credit issued for the account of such Account Party shall constitute ABR Revolving Loans for its account due on the Revolving Maturity Date. (iii) The applicable Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe collateral account in which it holds amounts deposited with it pursuant to sub-paragraph (ii) above. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the relevant applicable Issuing Bank and at such Account Party's the risk and expenseexpense of the Account Parties, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the relevant applicable Issuing Bank to reimburse LC Disbursements in respect of such Extended Letters of Credit issued for the account of such Account Party for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of any reimbursement the obligations of the Account Parties owed to such Issuing Bank hereunder. If any Extended Letter of Credit expires or is terminated, then within three Business Days thereafter the relevant Issuing Bank shall return to the relevant Account Party for cash collateral then held attributable to such Extended Letter of Credit (after deducting therefrom any amounts owed to such Issuing Bank’s LC Exposure at such timeBank by the relevant Account Party that are then due). (iiiiv) After Subject to paragraph (v) below, after the close of business on the date that is five Business Days prior to the Revolving Maturity Date, the fees that would have accrued pursuant to clause (i) of Section 2.11(b2.12(b) (if the participations of the Revolving Lenders in the Extended Letters of Credit had not terminated) shall continue to accrue on the LC Exposure in respect of each Extended Letter of Credit and shall be payable to each the applicable Issuing Bank for its own account. (v) If the participations of the Revolving Lenders in the Extended Letters of Credit terminate five Business Days prior to November 30, 2007, because the 2008 Senior Notes Refinancing Condition has not been satisfied or waived, but the 2008 Senior Notes Refinancing Condition is thereafter satisfied or waived prior to termination of the Revolving Commitments, then, upon the effectiveness of such satisfaction or waiver, the participations of each Revolving Lender in each Extended Letter of Credit shall revive and become effective, the fees described in paragraph (iv) above shall commence to accrue for the accounts of the Revolving Lenders (but any such fees accrued for the accounts of the Issuing Banks during the interim period shall remain for their account) and (unless an Event of Default has occurred and is continuing) the Issuing Banks shall, within three Business Days thereafter, return to the relevant Account Parties any cash collateral held pursuant to paragraph (iii) above.

Extended Letters of Credit. An Account Party The Borrower may request that an Issuing Bank allow, and an Issuing Bank may (in its sole discretion) agree to allow, allow one or more Letters of Credit issued by it to expire later than permitted by Section 2.04(c). An Issuing Bank may agree to issue such Letters of Credit, provided that no such Letter of Credit shall expire later than the date that is five Business Days prior to one year after the Maturity Datedate of issuance. Any such Letter of Credit is referred to herein as an “Extended Letter of Credit”. The following provisions shall apply to any Extended Letter of Credit, notwithstanding any contrary provision set forth hereinin this Agreement. (i) The participations of each Lender in each Extended Letter of Credit shall terminate at the close of business on the date that is five Business Days prior to the Maturity Date, with the effect that the Lenders shall not have any obligations to acquire participations in any LC Disbursement made thereafter or otherwise with (other than in respect to such Extended Letter of Credit, except with respect to demands for drawings submitted on or prior to such datetermination). (ii) On or prior to before the date that is fifteen days prior to fifth Business Day before the Revolving Maturity Date (or on Date, the date of any earlier termination of the Commitments), each Account Party Borrower shall deposit with each Issuing Bank that shall have issued any Extended Letter of Credit then outstanding an amount in cash equal to 105% of the LC Exposure as of such date attributable to the outstanding Extended Letters of Credit issued by such Issuing Bank for Bank. Such deposits of cash collateral shall be made in the account respective amounts and currencies that correspond to the amounts and currencies of such Account Partythe LC Exposure in respect of each Extended Letter of Credit. Each such deposit shall be held by the applicable Issuing Bank in an account maintained by it as collateral for the obligations of such Account Party the Borrower in respect of such Extended Letters of Credit. Each If an Issuing Bank notifies the Administrative Agent that the Borrower has failed to make such deposit of cash collateral with such Issuing Bank when due, the Administrative Agent shall notify each Lender of the amount equal to 105% of the LC Exposure attributable to such Issuing Bank’s Extended Letters of Credit, the deposit of cash collateral then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent an amount in Dollars equal to its Applicable Percentage of the deposit of cash collateral then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Revolving Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Lenders, to be held as cash collateral as provided herein; provided that (A) no Lender shall be required to make any such payment to the extent that such payment would result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment and (B) a Lender shall be relieved of its participation in any Extended Letters of Credit to the extent of any payments made by it under this paragraph to fund deposits of cash collateral securing such Extended Letters of Credit and accordingly its LC Exposure shall be reduced to the extent of such payment and such reduction shall be taken into account in determining the limitation on a Lender’s obligation to fund as described in clause (A) of this proviso. Any amounts so received by an Issuing Bank in Dollars that secure any Local Letters of Credit may, in the discretion of such Issuing Bank, be converted by it to the Local Currency in which such Local Letter of Credit is denominated. Any payment made by a Lender pursuant to this paragraph to fund deposits of cash collateral shall constitute an ABR Loan for all purposes of this Agreement. The Borrower hereby consents to the foregoing and agrees that the amounts paid by a Lender pursuant to this paragraph to fund deposits of cash collateral shall constitute ABR Loans due on the Revolving Maturity Date. (iii) The applicable Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe collateral account in which it holds amounts deposited with it pursuant to sub-paragraph (ii) above. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the relevant applicable Issuing Bank and at such Account Party's the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the relevant applicable Issuing Bank to reimburse LC Disbursements in respect of such Extended Letters of Credit issued for the account of such Account Party for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of any reimbursement the obligations of such Account Party for the Borrower owed to such Issuing Bank’s LC Exposure at Bank hereunder. If any Extended Letter of Credit expires or is terminated, then within three Business Days thereafter the relevant Issuing Bank shall return to the Borrower cash collateral then held attributable to such timeExtended Letter of Credit (after deducting therefrom any amounts owed to such Issuing Bank by the Borrower that are then due). (iiiiv) After the close of business on the date that is five Business Days prior to the Maturity Date, the fees that would have accrued pursuant to clause (i) of Section 2.11(b2.10(b) (if the participations of the Lenders in the Extended Letters of Credit had not terminated) shall continue to accrue on the LC Exposure in respect of each Extended Letter of Credit and shall be payable to each the applicable Issuing Bank for its own account.

Extended Letters of Credit. An Account Party may request that an Issuing Bank allow, and an Issuing Bank may (in its sole discretion) agree If on the Applicable Termination Date with respect to allow, one or more Letters any Letter of Credit issued by it to expire later than the date that is five Business Days prior to the Maturity Date. Any such Letter of Credit is referred remains outstanding, then notwithstanding anything to herein as an “Extended the contrary herein, and notwithstanding the occurrence of the Applicable Termination Date with respect to such Letter of Credit”. The following provisions shall apply Credit or the termination of the Revolving Credit Commitments of the Revolving Credit Lenders hereunder for any other reason, the Administrative Agent, the Applicable Issuing Party, the Borrower and the Revolving Credit Lenders agree that: (a) the obligation of the L/C Issuers contained herein with respect to any Extended Letter of Credit, notwithstanding any contrary provision set forth herein. (i) The participations of each Lender in each Extended honoring draws under such Letter of Credit shall terminate at the close of business on the date that is five Business Days prior to the Maturity Date, with the effect that Lenders shall not have any obligations to acquire participations in any LC Disbursement made thereafter or otherwise continue with respect to such Extended Letter of Credit (in accordance with its terms) until the expiry of such Letter of Credit; (b) the obligations of the Borrower contained herein to reimburse the Administrative Agent, except the Applicable Issuing Party or any Revolving Credit Lenders with respect to demands for any drawings submitted on or prior any other L/C Obligations with respect to such date. Letter of Credit shall continue with respect to such Letter of Credit (iiin accordance with its terms) On or prior to until the date that is fifteen days prior to the Maturity Date (or on the date expiry of any earlier termination of the Commitments), each Account Party shall deposit with each Issuing Bank an amount in cash equal to the LC Exposure as of such date attributable to the Extended all Letters of Credit issued by and the payment of all L/C Obligations; (c) if it has not done so already, the Borrower shall provide Cash Collateral with respect to such Issuing Bank for Letter of Credit in accordance with Section 3.15; (d) the account obligations of such Account Party. Each such deposit shall be held by the Revolving Credit Lenders contained herein to make available their respective Revolving Credit Percentages of any Unreimbursed Amount with respect to Fronted Letters of Credit, or to otherwise purchase participations in or reimburse the applicable Issuing Bank in an account maintained by it as collateral Lender for the obligations of any Unreimbursed Amounts, shall terminate with respect to such Account Party in respect of such Extended Letters of Credit. Each applicable Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the relevant Issuing Bank and at such Account Party's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the relevant Issuing Bank to reimburse LC Disbursements in respect of such Extended Letters Letter of Credit issued for upon the account Applicable Termination Date with respect to such Fronted Letter of such Account Party for which such Issuing Bank has not been reimbursed and, Credit if and to the extent not so appliedthe Borrower has provided Cash Collateral with respect to such Fronted Letter of Credit in accordance with Section 3.15, shall be held for the satisfaction has delivered a backstop letter of any reimbursement obligations of such Account Party for such Issuing Bank’s LC Exposure at such time. (iii) After the close of business on the date that is five Business Days prior credit to the Maturity Date, the fees that would have accrued pursuant applicable Issuing Lender with respect to clause (i) of Section 2.11(b) (if the participations of the Lenders in the Extended Letters such Fronted Letter of Credit had not terminatedor has otherwise provided credit support, in each case reasonably acceptable to the applicable Issuing Lender; and (e) shall continue except as otherwise provided in Section 3.13(d), all provisions contained herein as are related to accrue on the LC Exposure in respect of each Extended any Letter of Credit and shall be payable any L/C Obligations (including provisions related to each applicable Issuing Bank for its own account.Cash Collateral and Defaulting Lenders, the occurrence of any Default, and the availability of all remedies and rights of the Administrative Agent, the L/C Issuers, the L/C

Extended Letters of Credit. An Account Party may request that an Issuing Bank allowIf on the Applicable Maturity Date with respect to any Letter of Credit such Letter of Credit remains outstanding, then notwithstanding anything to the contrary herein, and an notwithstanding the occurrence of the Applicable Maturity Date with respect to such Letter of Credit or the termination of the Commitments of the Lenders to make Committed Loans hereunder for any other reason, the Administrative Agent, the Applicable Issuing Bank may Party, the Borrowers and the Revolving Credit Lenders agree that: (i) the obligation of the L/C Issuers contained herein with respect to honoring draws under such Letter of Credit shall continue with respect to such Letter of Credit (in accordance with its sole discretionterms) agree until the expiry of such Letter of Credit; (ii) the obligations of the Borrowers contained herein to allowreimburse the Administrative Agent, one the Applicable Issuing Party or more any Revolving Credit Lenders with respect to any drawings or any other L/C Obligations with respect to such Letter of Credit shall continue with respect to such Letter of Credit (in accordance with its terms) until the expiry of all Letters of Credit issued by and the payment of all L/C Obligations; (iii) if it has not done so already, the relevant Borrower shall provide Cash Collateral with respect to expire later than such Letter of Credit in accordance with Section 6.09; (iv) the date obligations of the Revolving Credit Lenders contained herein to make available their respective Applicable Percentages of any Unreimbursed Amount with respect to Fronted Letters of Credit, or to otherwise purchase participations in or reimburse the applicable Issuing Lender for any Unreimbursed Amounts, shall terminate with respect to such Letter of Credit upon the Applicable Maturity Date with respect to such Fronted Letter of Credit if and to the extent the relevant Borrower has provided Cash Collateral with respect to such Fronted Letter of Credit in accordance with Section 6.09, has delivered a backstop letter of credit to the applicable Issuing Lender with respect to such Fronted Letter of Credit or has otherwise provided credit support, in each case reasonably acceptable to the applicable Issuing Lender; and (v) except as otherwise provided in Section 2.03(n)(iv), all provisions contained herein as are related to any Letter of Credit and any L/C Obligations (including provisions related to Cash Collateral and Defaulting Lenders, the occurrence of any Default, and the availability of all remedies and rights of the Administrative Agent, the L/C Issuers, the L/C Administrator and/or the Revolving Credit Lenders with respect thereto) shall continue in full force and effect until the expiry of all Letters of Credit and the repayment in full of all Obligations, without regard to the occurrence of the Applicable Maturity Date with respect to such Letter of Credit. Notwithstanding the foregoing provisions of this Section 2.03(n), no Applicable Issuing Party shall, and no Applicable Issuing Party shall have any obligation to, issue, amend, renew or extend any Letter of Credit after the day that is five Business Days prior to the Applicable Maturity Date. Any Date with respect to such Letter of Credit is referred to herein as an “Extended Letter of Credit”. The following provisions shall apply to any Extended Letter of Credit, notwithstanding any contrary provision set forth herein. (i) The participations of each Lender in each Extended and no Letter of Credit shall terminate at the close of business on the may have an expiry date that is five Business Days prior to the Maturity Date, with the effect that Lenders shall not have any obligations to acquire participations in any LC Disbursement made thereafter or otherwise with respect to such Extended Letter of Credit, except with respect to demands for drawings submitted on or prior to such date. (ii) On or prior to the date that is fifteen days prior to the Maturity Date (or on the date of any earlier termination of the Commitments), each Account Party shall deposit with each Issuing Bank an amount in cash equal to the LC Exposure as of such date attributable to the Extended Letters of Credit issued by such Issuing Bank for the account of such Account Party. Each such deposit shall be held by later than the applicable Issuing Bank in an account maintained by it as collateral for the obligations of such Account Party in respect of such Extended Letters of Credit. Each applicable Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the relevant Issuing Bank and at such Account Party's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the relevant Issuing Bank to reimburse LC Disbursements in respect of such Extended Letters of Credit issued for the account of such Account Party for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of any reimbursement obligations of such Account Party for such Issuing Bank’s LC Exposure at such time. (iii) After the close of business on the date that is five Business Days prior to the Maturity Date, the fees that would have accrued pursuant to clause (i) of Section 2.11(b) (if the participations of the Lenders in the Extended Letters of Credit had not terminated) shall continue to accrue on the LC Exposure in respect of each Extended Letter of Credit and shall be payable to each applicable Issuing Bank for its own accountExpiration Date.

Extended Letters of Credit. An Account Party may request that an Issuing Bank allowNotwithstanding anything to the contrary herein, and an Issuing Bank may (in its sole discretion) agree to allow, one or more Letters a Letter of Credit issued by it to expire later may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one (1) year beyond the date that is five Business Days prior to the then applicable Maturity Date. Any Date (any such Letter of Credit is being referred to herein as an “Extended Letter of Credit”), so long as the Borrower, no later than ten (10) Business Days prior to the then applicable Maturity Date, delivers to the Administrative Agent, for the benefit of the Issuer and the Lenders and for deposit in the Letter of Credit Collateral Account, cash collateral to collateralize the Borrower’s reimbursement obligations with respect to such Letter of Credit in an aggregate amount equal to the amount of Letter of Credit Outstandings with respect to such Letter of Credit. The following provisions shall apply If the Borrower fails to provide cash collateral with respect to any Extended Letter of Credit, notwithstanding any contrary provision set forth herein. (i) The participations of each Lender in each Extended Letter of Credit shall terminate at the close of business on by the date that is five ten (10) Business Days prior to the then applicable Maturity Date, with the effect that Lenders such failure shall not have any obligations to acquire participations in any LC Disbursement made thereafter or otherwise with respect to be treated as a drawing under such Extended Letter of Credit, except with respect to demands for drawings submitted on or prior to such date. Credit (ii) On or prior to the date that is fifteen days prior to the Maturity Date (or on the date of any earlier termination of the Commitments), each Account Party shall deposit with each Issuing Bank in an amount in cash equal to the LC Exposure as maximum Stated Amount of such date attributable Letter of Credit), which shall be reimbursed to the Extended Letters of Credit issued Issuer, on demand by such Issuing Bank for the account Administrative Agent, by the Borrower, or by the Lenders if the Borrower fails to do so, in each case as provided in Section 2.6.2 and Section 2.6.3, with the proceeds of such Account Party. Each such deposit shall be held by the applicable Issuing Bank in an account maintained by it as reimbursement being utilized to provide cash collateral for the obligations of such Account Party in respect of such Extended Letters Letter of Credit. Each applicable Issuing Bank shall have exclusive dominion Lender confirms that its reimbursement and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments funding obligations under this Agreement shall be made at reinstated in full and apply if the option and sole discretion delivery of the relevant Issuing Bank and at such Account Party's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the relevant Issuing Bank to reimburse LC Disbursements any cash collateral in respect of such Extended Letters of Credit issued for the account of such Account Party for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of any reimbursement obligations of such Account Party for such Issuing Bank’s LC Exposure at such time. (iii) After the close of business on the date that is five Business Days prior to the Maturity Date, the fees that would have accrued pursuant to clause (i) of Section 2.11(b) (if the participations of the Lenders in the Extended Letters of Credit had not terminated) shall continue to accrue on the LC Exposure in respect of each an Extended Letter of Credit and shall is subsequently invalidated, declared to be payable fraudulent or preferential, set aside or required to each applicable Issuing Bank for its own accountbe repaid to a trustee, receiver or any other party, in connection with any proceeding under the Bankruptcy Code, other similar Legal Requirements or otherwise.

Extended Letters of Credit. An Account Party may request that an Issuing Bank allowNotwithstanding anything to the contrary herein, and an Issuing Bank may (in its sole discretion) agree to allow, one or more Letters a Letter of Credit issued by it may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one (1) year beyond the then applicable Maturity Date (any such Letter of Credit being referred to expire as an "Extended Letter of Credit"), so long as the Borrower, no later than the date that is five ten (10) Business Days prior to the then applicable Maturity Date. Any , delivers to the Administrative Agent, for the benefit of the Issuer and the Lenders and for deposit in the Letter of Credit Collateral Account, cash collateral to collateralize the Borrower's reimbursement obligations with respect to such Letter of Credit is referred in an aggregate amount equal to herein as an “Extended the amount of Letter of Credit Outstandings with respect to such Letter of Credit”. The following provisions shall apply If the Borrower fails to provide cash collateral with respect to any Extended Letter of Credit, notwithstanding any contrary provision set forth herein. (i) The participations of each Lender in each Extended Letter of Credit shall terminate at the close of business on by the date that is five ten (10) Business Days prior to the then applicable Maturity Date, with the effect that Lenders such failure shall not have any obligations to acquire participations in any LC Disbursement made thereafter or otherwise with respect to be treated as a drawing under such Extended Letter of Credit, except with respect to demands for drawings submitted on or prior to such date. Credit (ii) On or prior to the date that is fifteen days prior to the Maturity Date (or on the date of any earlier termination of the Commitments), each Account Party shall deposit with each Issuing Bank in an amount in cash equal to the LC Exposure as maximum Stated Amount of such date attributable Letter of Credit), which shall be reimbursed to the Extended Letters of Credit issued Issuer, on demand by such Issuing Bank for the account Administrative Agent, by the Borrower, or by the Lenders if the Borrower fails to do so, in each case as provided in Section 2.8.2 and Section 2.8.3, with the proceeds of such Account Party. Each such deposit shall be held by the applicable Issuing Bank in an account maintained by it as reimbursement being utilized to provide cash collateral for the obligations of such Account Party in respect of such Extended Letters Letter of Credit. Each applicable Issuing Bank shall have exclusive dominion Lender confirms that its reimbursement and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments funding obligations under this Agreement shall be made at reinstated in full and apply if the option and sole discretion delivery of the relevant Issuing Bank and at such Account Party's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the relevant Issuing Bank to reimburse LC Disbursements any cash collateral in respect of such Extended Letters of Credit issued for the account of such Account Party for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of any reimbursement obligations of such Account Party for such Issuing Bank’s LC Exposure at such time. (iii) After the close of business on the date that is five Business Days prior to the Maturity Date, the fees that would have accrued pursuant to clause (i) of Section 2.11(b) (if the participations of the Lenders in the Extended Letters of Credit had not terminated) shall continue to accrue on the LC Exposure in respect of each an Extended Letter of Credit and shall is subsequently invalidated, declared to be payable fraudulent or preferential, set aside or required to each applicable Issuing Bank for its own accountbe repaid to a trustee, receiver or any other party, in connection with any proceeding under the Bankruptcy Code, other similar Legal Requirements or otherwise.

Extended Letters of Credit. An Account Party The Borrower may request that an Issuing Bank the L/C Issuer allow, and an Issuing Bank the L/C Issuer may (in its sole discretion) agree to allow, one or more Letters of Credit issued by it to expire later than the date that is five four Business Days prior to the Maturity Commitment Termination Date. Any such Letter of Credit is referred to herein as an “Extended Letter of Credit”. .” The following provisions shall apply to any Extended Letter of Credit, notwithstanding any contrary provision set forth herein. (i) The participations of each Lender in each Extended Letter of Credit shall terminate at the close of business on the date that is five four Business Days prior to the Maturity Commitment Termination Date, with the effect that Lenders shall not have any obligations to acquire participations in any LC Disbursement made thereafter or otherwise with respect to such Extended Letter of Credit, except with respect to demands for drawings submitted on or prior to such date. (ii) On or prior to the date that is fifteen days four Business Days prior to the Maturity Date (or on Commitment Termination Date, the date of any earlier termination of the Commitments), each Account Party Borrower shall deposit with each Issuing Bank the L/C Issuer an amount in cash equal to the LC Exposure aggregate L/C Obligations as of such date attributable to the Extended Letters of Credit issued by such Issuing Bank for the account of such Account PartyL/C Issuer. Each such deposit shall be held by the applicable Issuing Bank in an account maintained by it L/C Issuer as collateral for the obligations of such Account Party the Borrower in respect of such Extended Letters of Credit. Each applicable Issuing Bank The L/C Issuer shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the relevant Issuing Bank L/C Issuer and at such Account Party's the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the relevant Issuing Bank L/C Issuer to reimburse LC Disbursements disbursements in respect of such Extended Letters of Credit issued for the account of such Account Party for which such Issuing Bank the L/C Issuer has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of any the reimbursement obligations of such Account Party the Borrower for such Issuing Bank’s LC Exposure the aggregate L/C Obligations at such timetime in respect of the Extended Letters of Credit. (iii) After the close of business on the date that is five four Business Days prior to the Maturity Commitment Termination Date, the all fees that would have accrued pursuant to clause (i) of Section 2.11(b) (if the participations of the Lenders in the Extended Letters of Credit had not terminated) shall continue to accrue on the LC Exposure L/C Obligations in respect of each Extended Letter of Credit and shall be payable to each applicable Issuing Bank the L/C Issuer for its own account.