Common use of Irrevocable Standby Letter of Credit Clause in Contracts

Irrevocable Standby Letter of Credit. A. On or before the issuance of the Notice to Proceed in accordance with Section 5.2B, Contractor shall deliver to Owner an irrevocable standby letter of credit in the amount of ten percent (10%) of the Contract Price (“Letter of Credit”). The Letter of Credit shall name Owner as beneficiary, shall be issued and confirmed by a commercial bank in the United States of America with a long-term rating of at least A- by Standard & Poor’s and at least A3 by Xxxxx’x Investors Service, and shall be in the relevant form set forth in Attachment R; provided, however, if the issuing bank requires certain changes to the Letter of Credit form, such changes shall be subject to Owner’s written approval (not to be unreasonably withheld). If at any time the rating of the commercial bank that issued the applicable Letter of Credit falls below either of such ratings, Contractor shall replace such Letter of Credit within ten (10) Days with an equivalent instrument issued by a commercial bank in the United States of America meeting such rating requirements. Owner shall have the right to draw down on or collect against the Letter of Credit upon Owner’s demand in the event of the following: (i) the owing by Contractor to Owner under this Agreement for Liquidated Damages or any other liabilities, damages, losses, costs or expenses for which Contractor is liable under this Agreement; and (ii) Owner has provided notice to Contractor in accordance with Section 7.8C, except such notice is not required where Contractor does not pay Liquidated Damages as set forth in Section 20.3C. The amount drawn on the Letter of Credit shall not be greater than the amount that Owner, at the time of the drawing, reasonably estimates is owed it under this Agreement for Liquidated Damages, liabilities, damages, losses, costs or expenses or is necessary to remedy the breach of this Agreement. In addition, should the issuing commercial bank notify Owner and Contractor pursuant to the terms of the Letter of Credit that it has decided not to extend the Letter of Credit beyond the then current expiration date, Owner shall also have the right to draw down on or collect against the Letter of Credit for all remaining funds available under such Letter of Credit upon Owner’s demand if Contractor has not, prior to thirty (30) Days before the then current expiration date, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit and from a commercial bank meeting the requirements in this Section 9.2.

Irrevocable Standby Letter of Credit. A. On or before the issuance of the Notice to Proceed in accordance with Section 5.2B5.2, Contractor shall deliver to Owner an irrevocable standby letter of credit in the amount of ten percent (10%) of the Contract Price (“Letter of Credit”). The Letter of Credit shall name Owner as beneficiary, shall be issued and confirmed by a commercial bank in the United States of America with a long-term rating of at least A- by Standard & Poor’s and at least A3 by Xxxxx’x Investors Service, and shall be in the relevant form set forth in Attachment R; provided, however, if the issuing bank requires certain changes to the Letter of Credit form, such changes shall be subject to Owner’s written approval (not to be unreasonably withheld). If at any time the rating of the commercial bank that issued the applicable Letter of Credit falls below either of such ratings, Contractor shall replace such Letter of Credit within ten (10) Days with an equivalent instrument issued by a commercial bank in the United States of America meeting such rating requirements. Owner shall have the right to draw down on or collect against the Letter of Credit upon Owner’s demand in the event of the following: (i) the owing by Contractor to Owner under this Agreement for Liquidated Damages or any other liabilities, damages, losses, costs or expenses for which Contractor is liable under this Agreement; and (ii) Owner has provided notice to Contractor in accordance with Section 7.8C, except such notice is not required where Contractor does not pay Liquidated Damages as set forth in Section 20.3C. The amount drawn on the Letter of Credit shall not be greater than the amount that Owner, at the time of the drawing, reasonably estimates is owed it under this Agreement for Liquidated Damages, liabilities, damages, losses, costs or expenses or is necessary to remedy the breach of this Agreement. In addition, should the issuing commercial bank notify Owner and Contractor pursuant to the terms of the Letter of Credit that it has decided not to extend the Letter of Credit beyond the then current expiration date, Owner shall also have the right to draw down on or collect against the Letter of Credit for all remaining funds available under such Letter of Credit upon Owner’s demand if Contractor has not, prior to thirty (30) Days before the then current expiration date, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit and from a commercial bank meeting the requirements in this Section 9.2.

Irrevocable Standby Letter of Credit. A. On or before the issuance of the Notice to Proceed in accordance with Section 5.2B, Contractor shall deliver to Owner an irrevocable standby letter of credit in the amount of ten percent (10%) of the Contract Price (“Letter of Credit”). The Letter of Credit shall name Owner as beneficiary, shall be issued and confirmed by a commercial bank in the United States of America with a long-term rating of at least A- by Standard & Poor’s and at least A3 by Xxxxx’x Investors Service, and shall be in the relevant form set forth in Attachment R18; provided, however, if the issuing bank requires certain changes to the Letter of Credit form, such changes shall be subject to Owner’s written approval (not to be unreasonably withheld). If at any time the rating of the commercial bank that issued the applicable Letter of Credit falls below either of such ratings, Contractor shall replace such Letter of Credit within ten (10) Days with an equivalent instrument issued by a commercial bank in the United States of America meeting such rating requirements. Owner shall have the right to draw down on or collect against the Letter of Credit upon Owner’s demand in the event of the following: (i) the owing by Contractor to Owner under this Agreement for Liquidated Damages or any other liabilities, damages, losses, costs or expenses for which Contractor is liable under this Agreement; and (ii) Owner has provided notice to Contractor in accordance with Section 7.8C, except such notice is not required where Contractor does not pay Liquidated Damages as set forth in Section 20.3C. The amount drawn on the Letter of Credit shall not be greater than the amount that Owner, at the time of the drawing, reasonably estimates is owed it under this Agreement for Liquidated Damages, liabilities, damages, losses, costs or expenses or is necessary to remedy the breach of this Agreement. In addition, should the issuing commercial bank notify Owner and Contractor pursuant to the terms of the Letter of Credit that it has decided not to extend the Letter of Credit beyond the then current expiration date, Owner shall also have the right to draw down on or collect against the Letter of Credit for all remaining funds available under such Letter of Credit upon Owner’s demand if Contractor has not, prior to thirty (30) Days before the then current expiration date, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit and from a commercial bank meeting the requirements in this Section 9.2.

Irrevocable Standby Letter of Credit. A. On or before Within forty-eight hours after Contractor receives evidence that an Automatic Clearing House directive has been issued to Contractor’s account for an amount equal to the issuance first installment of the Notice Deposit Payment, and as a condition precedent to Proceed in accordance with Section 5.2BContractor’s right to receive any further payments, Contractor shall deliver to Owner an irrevocable standby letter of credit credit, naming Owner as beneficiary, in the amount of ten percent […***…] (10[…***…]%) of the Contract Guaranteed Maximum Price (“Letter and in the form of Credit”). The Letter of Credit shall name Owner as beneficiaryAttachment AA, shall be and issued and confirmed by a commercial bank in the United States of America with a long-term rating of at least A- Investment Grade (“Letter of Credit”). As used herein, “Investment Grade” means a rating of at least AA by Standard & Poor’s and at least A3 Aa2 by Xxxxx’x Investors Service, and shall be in the relevant form set forth in Attachment R; provided, however, if the issuing bank requires certain changes to the Letter of Credit form, such changes shall be subject to Owner’s written approval (not to be unreasonably withheld). If at any time the rating of the commercial bank that issued the applicable Letter of Credit falls below either of such ratings, Contractor shall replace such the Letter of Credit within ten (10) Days with an equivalent instrument issued by a commercial bank in the United States of America meeting such rating requirements. Owner shall have the right to draw down on or collect against the such Letter of Credit upon Owner’s demand in the event of the following: (i) a Default by Contractor or the owing by Contractor to Owner under this Agreement for Delay Liquidated Damages or any other liabilities, damages, losses, costs or expenses for which Contractor is liable arising out of or relating to a breach of any obligation under this Agreement; and (ii) Owner has provided notice to Agreement by Contractor in accordance with Section 7.8C, except or such notice is not required where Contractor does not pay Liquidated Damages as set forth in Section 20.3C. Default. The amount drawn on the Letter of Credit shall not be greater than the amount that Owner, at the time of the drawing, reasonably and in good faith estimates is owed it under this the Agreement for Delay Liquidated Damages, liabilities, damages, losses, costs or expenses or is necessary to remedy the Default or breach of this the Agreement. In addition, should the issuing commercial bank notify Owner and Contractor pursuant addition to the terms of foregoing draw rights, (i) Owner shall also have the right to draw down on or collect against the Letter of Credit that it has decided not to extend for all remaining funds in the Letter of Credit beyond upon Owner’s demand if Contractor has not, prior to sixty (60) Days before the then current expiration date, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit and from a U.S. commercial bank meeting the requirements in this Section 10.2 and extending the expiration date for the shorter of (a) a period of one (1) year or (b) the expiration of the Defect Correction Period (i.e., the twelve (12) month period following Substantial Completion and any extension pursuant to Section 13.3.2), and (ii) Owner shall also have the right to draw down on or collect against the Letter of Credit for all remaining funds available under such Letter of Credit upon Owner’s demand if the issuing bank is no longer Investment Grade and Contractor has not, prior to thirty (30) Days before within the then current expiration dateapplicable time period set forth in this Section 10.2, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit and from a U.S. commercial bank meeting the requirements set forth in this Section 9.210.2.

Irrevocable Standby Letter of Credit. A. On or before the issuance of the Notice to Proceed in accordance with Section 5.2B, Contractor shall deliver to Owner an irrevocable standby letter of credit in the amount of ten percent (10%) of the Contract Price (“Letter of Credit”). The Letter of Credit shall name Owner as beneficiary, shall be issued and confirmed by a commercial bank in the United States of America with a long-term rating of at least A- by Standard & Poor’s and at least A3 by Xxxxx’x Investors Service, and shall be in the relevant form set forth in Attachment R; provided, however, if the issuing bank requires certain changes to the Letter of Credit form, such changes shall be subject to Owner’s written approval (not to be unreasonably withheld). If at any time the rating of the commercial bank that issued the applicable Letter of Credit falls below either of such ratings, Contractor shall replace such Letter of Credit within ten (10) Days with an equivalent instrument issued by a commercial bank in the United States of America meeting such rating requirements. Owner shall have the right to draw down on or collect against the Letter of Credit upon Owner’s demand in the event of the following: (i) the owing by Contractor to Owner under this Agreement for Liquidated Damages or any other liabilities, damages, losses, costs or expenses for which Contractor is liable under this Agreement; and (ii) Owner has provided notice to Contractor in accordance with Section 7.8C, except such notice is not required where Contractor does not pay Liquidated Damages as set forth in Section 20.3C. The amount drawn on the Letter of Credit shall not be greater than the amount that Owner, at the time of the drawing, reasonably estimates is owed it under this Agreement for Liquidated Damages, liabilities, damages, losses, costs or expenses or is necessary to remedy the breach of this Agreement. In addition, should the issuing commercial bank notify Owner and Contractor pursuant to the terms of the Letter of Credit that it has decided not to extend the Letter of Credit beyond the then current expiration date, Owner shall also have the right to draw down on or collect against the Letter of Credit for all remaining funds available under such Letter of Credit upon Owner’s demand if Contractor has not, prior to thirty (30) Days before the then current expiration date, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit and from a commercial bank meeting the requirements in this Section 9.2. B. The amount of the Letter of Credit shall decrease to an aggregate amount of: 1. seven percent (7%) of the Contract Price within thirty (30) Days after the issuing commercial bank’s receipt from Owner of a written notice that (i) Substantial Completion of Subproject 3 has occurred, (ii) Contractor has paid all Delay Liquidated Damages due and owing under the Agreement for Subproject 3, and (iii) Contractor has achieved the Performance Guarantee for Subproject 3 or paid all Performance Liquidated Damages due and owing under the Agreement for Subproject 3; 2. four percent (4%) of the Contract Price within thirty (30) Days after the issuing commercial bank’s receipt from Owner of a written notice that (i) Substantial Completion of Subproject 4 has occurred, (ii) Contractor has paid all Delay Liquidated Damages due and owing under the Agreement for Subproject 4, and (iii) Contractor has achieved the Performance Guarantee for Subproject 4 or paid all Performance Liquidated Damages due and owing under the Agreement for Subproject 4; 3. two percent (2%) of the Contract Price within thirty (30) Days after the issuing commercial’s bank receipt from Owner of written notice of the expiration of the Defect Correction Period for Subproject 3; provided that if the expiration of such Defect Correction Period occurs before Substantial Completion of Subproject 4, such decrease shall not occur until after the conditions for decreasing the Letter of Credit for Substantial Completion of Subproject 4 occurs; and

Irrevocable Standby Letter of Credit. A. On or before the issuance of the Notice to Proceed in accordance with Section 5.2B, Contractor shall deliver to Owner the following: (i) an irrevocable standby letter of credit in the amount of ten percent (10%) of the Contract Price (“Performance Letter of Credit”) and (ii) an irrevocable standby letter of credit in the amount of five percent (5%) of the Contract Price (“Payment Letter of Credit”). The As used herein, “Letter of Credit” shall mean, as applicable, either the Performance Letter of Credit or the Payment Letter of Credit. Each Letter of Credit shall name Owner as beneficiary, shall be in the relevant form set forth in Attachment R, and shall be issued and confirmed by a commercial bank in the United States of America with a long-term rating of at least A- by Standard & Poor’s and at least A3 by Xxxxx’x Investors Service, and shall be in the relevant form set forth in Attachment R; provided, however, if the issuing bank requires certain changes to the Letter of Credit form, such changes shall be subject to Owner’s written approval (not to be unreasonably withheld). If at any time the rating of the commercial bank that issued the applicable Letter of Credit falls below either of such ratings, Contractor shall replace such Letter of Credit within ten (10) Days with an equivalent instrument issued by a commercial bank in the United States of America meeting such rating requirements. Owner shall have the right to draw down on or collect against the either Letter of Credit upon Owner’s demand in the event of the following: (i) the owing by Contractor to Owner under this Agreement for Liquidated Damages or any other liabilities, damages, losses, costs or expenses for which Contractor is liable under this Agreement; and (ii) Owner has provided notice to Contractor in accordance with Section 7.8C, except such notice is not required where Contractor does not pay Liquidated Damages as set forth in Section 20.3C. The amount drawn on the a Letter of Credit shall not be greater than the amount that Owner, at the time of the drawing, reasonably estimates is owed it under this Agreement for Liquidated Damages, liabilities, damages, losses, costs or expenses or is necessary to remedy the breach of this Agreement. In addition, should the issuing commercial bank notify Owner and Contractor pursuant to the terms of the either Letter of Credit that it has decided not to extend the applicable Letter of Credit beyond the then current expiration date, Owner shall also have the right to draw down on or collect against the applicable Letter of Credit for all remaining funds available under such Letter of Credit upon Owner’s demand if Contractor has not, prior to thirty (30) Days before the then current expiration date, delivered to Owner a replacement letter of credit substantially identical to the applicable Letter of Credit and from a commercial bank meeting the requirements in this Section 9.2. The amount of the Performance Letter of Credit shall decrease to an aggregate amount of five percent (5%) of the Contract Price thirty (30) Days after the issuing commercial bank’s receipt from Owner of (i) a copy of the Substantial Completion Certificate signed by Contractor and (ii) a copy of the Substantial Completion Certificate signed by Owner showing that Owner accepts the Substantial Completion Certificate. No later than thirty (30) Days after Owner’s acceptance of the Substantial Completion Certificate, Owner shall provide the commercial bank that issued the applicable Letter of Credit with written notice of such acceptance. The Performance Letter of Credit shall remain in full force and effect from the issuance of such Performance Letter of Credit through the expiration of the Defect Correction Period, at which time the Performance Letter of Credit will be returned to Contractor. No later than fourteen (14) Days following the expiration of the Defect Correction Period, Owner shall provide the commercial bank that issued the Performance Letter of Credit with written notice of the expiration of the Defect Correction Period. Partial drawings are permitted under each Letter of Credit. The amount of the Payment Letter of Credit shall be reduced to zero, on a pro-rata basis, in equal monthly amounts, commencing with the Month immediately following issuance of the NTP and concluding eleven (11) Months thereafter. In the event the Contract Price is increased by one or more Change Orders in accordance with the terms of this Agreement, by a cumulative amount of Ten Million U.S. Dollars (U.S.$10,000,000) or more, Contractor shall, upon Owner’s request, increase the amount of the Letter of Credit to reflect the corresponding increase in such Contract Price. Such increase in the Letter of Credit shall be reflected in a Change Order mutually agreed upon by the Parties.

Irrevocable Standby Letter of Credit. A. On or before The Tenant shall provide, in a form acceptable to the issuance Landlord acting reasonably, within five (5) business days of its execution of the Notice Lease and prior to Proceed in accordance with Section 5.2B, Contractor shall deliver to Owner an irrevocable standby letter of credit in the amount of ten percent (10%) its occupancy of the Contract Price Leased Premises, an Irrevocable Standby Letter of Credit for Ninety Thousand Dollars ($90,000) from one of the five largest Canadian Banks (the “Letter of Credit”). The Letter ) in favour of Credit the Landlord which shall name Owner as beneficiary, shall be issued and confirmed by a commercial bank in contain the United States of America with a long-term rating of at least A- by Standard & Poor’s and at least A3 by Xxxxx’x Investors Service, and shall be in provision that the relevant form set forth in Attachment R; provided, however, if Landlord has the issuing bank requires certain changes right to draw upon the Letter of Credit formif the Tenant defaults in the performance or observance of any of the terms, such changes shall be subject to Owner’s written approval (not covenants or conditions of this Lease as and when the same are due to be unreasonably withheld)performed by Tenant. If Then the Landlord, at its option, may appropriate and apply all or any time the rating part of the commercial bank that issued the applicable Letter of Credit falls below either of such ratings, Contractor shall replace such Letter of Credit within ten (10) Days with an equivalent instrument issued by a commercial bank in the United States of America meeting such rating requirements. Owner shall have the right to draw down on or collect against the Letter of Credit upon Owner’s demand in the event to cure such default, or on account of the following: (i) the owing any losses or damages sustained by Contractor to Owner under this Agreement for Liquidated Damages or any other liabilitiesLandlord as a result of such default. Additionally, damages, losses, costs or expenses for which Contractor is liable under this Agreement; and (ii) Owner has provided notice to Contractor in accordance with Section 7.8C, except such notice is not required where Contractor does not pay Liquidated Damages as set forth in Section 20.3C. The amount drawn on the Letter of Credit shall not be greater than contain the amount that Ownerfollowing wording: In the event that: (i) the Tenant makes an assignment for the benefit of creditors or commits any act of bankruptcy as defined in the Bankruptcy and Insolvency Act, at R.S.C. 1985, c. B-3, or any successors thereto, or, becoming bankrupt and insolvent, takes the time benefit of any Act now or hereafter in force for bankrupt and insolvent debtors; or (ii) any order is made for the winding-up or liquidation of the drawingTenant, reasonably estimates or the Tenant voluntarily commences winding-up procedures or liquidation; or (iii) any order or appointment is owed made for an interim receiver, a receiver or a receiver and manager of the Tenant; or (iv) the Lease has been terminated by the Landlord in accordance with the provisions of the Lease because of the Tenant’s default under the Lease, or has otherwise been forfeited and determined, prior to its expiry date otherwise than by mutual consent of the parties thereto; or (v) the Lease is terminated pursuant to any disclaimer, repudiation or surrender by a trustee in bankruptcy of the Tenant or by an interim receiver, receiver, receiver/manager, or liquidator of the Tenant or pursuant to operation of law, court order, or as a result of any other proceedings or rights to do so pursuant to any debtor protection legislation, and the Landlord determines that it under has or will suffer damages as a result thereof; then the Landlord may draw upon this Agreement for Liquidated DamagesLetter of Credit, liabilitiesin full or any portion thereof remaining outstanding, and the Landlord shall be entitled to retain such amount as agreed liquidated damages, lossesdespite any termination of the Lease by any disclaimer, costs repudiation or expenses or is necessary to remedy the breach surrender of this AgreementLease by a trustee in bankruptcy, or by an interim receiver, receiver, receiver/manager, or liquidator of the Tenant, or by operation of law or a court order, and the Issuing Bank shall honour such demand. In addition, should Provided the issuing commercial bank notify Owner and Contractor pursuant to Tenant is not in material default of the terms and conditions of the Lease, the Letter of Credit is to be automatically reduced by the following amounts at its automatic renewal on the following dates: a. Upon automatic renewal of the Letter of Credit that it has decided not on January 1, 2007, the amount will be reduced to extend EIGHTY THOUSAND ($80,000.00) DOLLARS CANADIAN; b. Upon automatic renewal of the Letter of Credit beyond on January 1, 2008, the then current expiration date, Owner shall also have the right amount will be reduced to draw down on or collect against SIXTY THOUSAND ($60,000.00) DOLLARS CANADIAN; c. Upon automatic renewal of the Letter of Credit for all remaining funds available under such Letter on January 1, 2009, the amount will be reduced to FORTY THOUSAND ($40,000.00) DOLLARS CANADIAN; d. Upon automatic renewal of Credit upon Owner’s demand if Contractor has not, prior to thirty (30) Days before the then current expiration date, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit and from a commercial bank meeting on January 1, 2010, the requirements in this Section 9.2amount will be reduced to TWENTY THOUSAND ($20,000.00) DOLLARS CANADIAN; e. Provided the Tenant has performed all its obligations pursuant to the Lease, the Letter of Credit shall expire on November 30, 2010.

Irrevocable Standby Letter of Credit. A. On or before the issuance of the Notice to Proceed in accordance with Section 5.2B, Contractor shall deliver to Owner an irrevocable standby letter of credit in the amount of ten percent (10%) of the Contract Price (“Letter of Credit”). The Letter of Credit shall name Owner as beneficiary, shall be issued and confirmed by a commercial bank in the United States of America with a long-term rating of at least A- A-by Standard & Poor’s and at least A3 by Xxxxx’x Investors Service, and shall be in the relevant form set forth in Attachment R18; provided, however, if the issuing bank requires certain changes to the Letter of Credit form, such changes shall be subject to Owner’s written approval (not to be unreasonably withheld). If at any time the rating of the commercial bank that issued the applicable Letter of Credit falls below either of such ratings, Contractor shall replace such Letter of Credit within ten (10) Days with an equivalent instrument issued by a commercial bank in the United States of America meeting such rating requirements. Owner shall have the right to draw down on or collect against the Letter of Credit upon Owner’s demand in the event of the following: (i) the owing by Contractor to Owner under this Agreement for Liquidated Damages or any other liabilities, damages, losses, costs or expenses for which Contractor is liable under this Agreement; and (ii) Owner has provided notice to Contractor in accordance with Section 7.8C, except such notice is not required where Contractor does not pay Liquidated Damages as set forth in Section 20.3C. The amount drawn on the Letter of Credit shall not be greater than the amount that Owner, at the time of the drawing, reasonably estimates is owed it under this Agreement for Liquidated Damages, liabilities, damages, losses, costs or expenses or is necessary to remedy the breach of this Agreement. In addition, should the issuing commercial bank notify Owner and Contractor pursuant to the terms of the Letter of Credit that it has decided not to extend the Letter of Credit beyond the then current expiration date, Owner shall also have the right to draw down on or collect against the Letter of Credit for all remaining funds available under such Letter of Credit upon Owner’s demand if Contractor has not, prior to thirty (30) Days before the then current expiration date, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit and from a commercial bank meeting the requirements in this Section 9.2.

Irrevocable Standby Letter of Credit. A. On or before Within forty-eight hours after Contractor receives evidence that an Automatic Clearing House directive has been issued to Contractor’s account for an amount equal to the issuance of the Notice Mobilization Payment, and as a condition precedent to Proceed in accordance with Section 5.2BContractor’s right to receive any further payments, Contractor shall deliver to Owner an irrevocable standby letter of credit credit, naming Owner as beneficiary, in the amount of ten percent (10%) […***…] of the Contract Guaranteed Maximum Price (“Letter and in the form of Credit”). The Letter of Credit shall name Owner as beneficiaryAttachment AA, shall be and issued and confirmed by a commercial bank in the United States of America with a long-term rating of at least A- Investment Grade (“Letter of Credit”). As used herein, “Investment Grade” means a rating of at least AA by Standard & Poor’s and at least A3 Aa2 by Xxxxx’x Investors Service, and shall be in the relevant form set forth in Attachment R; provided, however, if the issuing bank requires certain changes to the Letter of Credit form, such changes shall be subject to Owner’s written approval (not to be unreasonably withheld). If at any time the rating of the commercial bank that issued the applicable Letter of Credit falls below either of such ratings, Contractor shall replace such the Letter of Credit within ten (10) Days with an equivalent instrument issued by a commercial bank in the United States of America meeting such rating requirements. Owner shall have the right to draw down on or collect against the such Letter of Credit upon Owner’s demand in the event of the following: (i) a Default by Contractor or the owing by Contractor to Owner under this Agreement for Delay Liquidated Damages or any other liabilities, damages, losses, costs or expenses for which Contractor is liable arising out of or relating to a breach of any obligation under this Agreement; and (ii) Owner has provided notice to Agreement by Contractor in accordance with Section 7.8C, except or such notice is not required where Contractor does not pay Liquidated Damages as set forth in Section 20.3C. Default. The amount drawn on the Letter of Credit shall not be greater than the amount that Owner, at the time of the drawing, reasonably and in good faith estimates is owed it under this the Agreement for Delay Liquidated Damages, liabilities, damages, losses, costs or expenses or is necessary to remedy the Default or breach of this the Agreement. In addition, should the issuing commercial bank notify Owner and Contractor pursuant addition to the terms of foregoing draw rights, (i) Owner shall also have the right to draw down on or collect against the Letter of Credit that it has decided not to extend for all remaining funds in the Letter of Credit beyond upon Owner’s demand if Contractor has not, prior to sixty (60) Days before the then current expiration date, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit and from a U.S. commercial bank meeting the requirements in this Section 10.2 and extending the expiration date for the shorter of (a) a period of one (1) year or (b) the expiration of the Defect Correction Period (i.e., the twelve (12) month period following Substantial Completion and any extension pursuant to Section 13.3.2), and (ii) Owner shall also have the right to draw down on or collect against the Letter of Credit for all remaining funds available under such Letter of Credit upon Owner’s demand if the issuing bank is no longer Investment Grade and Contractor has not, prior to thirty (30) Days before within the then current expiration dateapplicable time period set forth in this Section 10.2, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit and from a U.S. commercial bank meeting the requirements set forth in this Section 9.210.2. The amount of the Letter of Credit […***…]. The amount of the Letter of Credit […***…]. The Letter of Credit shall remain in full force and effect from the issuance of the Letter of Credit through the expiration of the Defect Correction Period for all Work, at which time the Letter of Credit will be returned to Contractor. No later than ten (10) Days following the expiration of the Defect Correction Period for all Work (i.e. the twelve (12) month period following Substantial Completion), Owner shall provide the commercial bank that issued the Letter of Credit with written notice of the expiration of the Defect Correction Period for all Work, unless, at the conclusion of this period, any of Contractor’s Work remains subject to an extended warranty pursuant to Section 13.3.2, in which case to the Letter of Credit shall reduce to an amount equal to one hundred twenty percent (120%) of the value of the Work remaining under the extended Defect Correction Period, and no later than ten (10) Days after expiration of such extended time, Owner shall provide the commercial bank that issued the Letter of Credit with written notice of the expiration of the Defect Correction Period for all Work. Partial drawings are permitted under the Letter of Credit.

Irrevocable Standby Letter of Credit. A. On or before the issuance of the Notice to Proceed in accordance with Section 5.2B, Contractor shall deliver to Owner an irrevocable standby letter of credit in the amount of ten eight percent (108%) of the Contract Price (“Letter of Credit”). The Letter of Credit shall name Owner as beneficiary, shall be issued and confirmed by a commercial bank in the United States of America with a long-term rating of at least A- by Standard & Poor’s and at least A3 by Xxxxx’x Investors Service, and shall be in the relevant form set forth in Attachment R; provided, however, if the issuing bank requires certain changes to the Letter of Credit form, such changes shall be subject to Owner’s written approval (not to be unreasonably withheld). If at any time the rating of the commercial bank that issued the applicable Letter of Credit falls below either of such ratings, Contractor shall replace such Letter of Credit within ten (10) Days with an equivalent instrument issued by a commercial bank in the United States of America meeting such rating requirements. Owner shall have the right to draw down on or collect against the Letter of Credit upon Owner’s demand in the event of the following: (i) the owing by Contractor to Owner under this Agreement for Liquidated Damages or any other liabilities, damages, losses, costs or expenses for which Contractor is liable under this Agreement; and (ii) Owner has provided notice to Contractor in accordance with Section 7.8C, except such notice is not required where Contractor does not pay Liquidated Damages as set forth in Section 20.3C. The amount drawn on the Letter of Credit shall not be greater than the amount that Owner, at the time of the drawing, reasonably estimates is owed it under this Agreement for Liquidated Damages, liabilities, damages, losses, costs or expenses or is necessary to remedy the breach of this Agreement. In addition, should the issuing commercial bank notify Owner and Contractor pursuant to the terms of the Letter of Credit that it has decided not to extend the Letter of Credit beyond the then current expiration date, Owner shall also have the right to draw down on or collect against the Letter of Credit for all remaining funds available under such Letter of Credit upon Owner’s demand if Contractor has not, prior to thirty (30) Days before the then current expiration date, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit and from a commercial bank meeting the requirements in this Section 9.2. B. The amount of the Letter of Credit shall decrease to an aggregate amount of: 1. six percent (6%) of the Contract Price within thirty (30) Days after the issuing commercial bank’s receipt from Owner of a written notice that (i) Substantial Completion of Subproject 1 has occurred, (ii) Contractor has paid all Delay Liquidated Damages due and owing under the Agreement for Subproject 1, and (iii) Contractor has achieved the Performance Guarantee for Subproject 1 or paid all Performance Liquidated Damages due and owing under the Agreement for Subproject 1; 2. four percent (4%) of the Contract Price within thirty (30) Days after the issuing commercial bank’s receipt from Owner of a written notice that (i) Substantial Completion of Subproject 2 has occurred, (ii) Contractor has paid all Delay Liquidated Damages due and owing under the Agreement for Subproject 2, and (iii) Contractor has achieved the Performance Guarantee for Subproject 2 or paid all Performance Liquidated Damages due and owing under the Agreement for Subproject 2; 3. two percent (2%) of the Contract Price within thirty (30) Days after the issuing commercial’s bank receipt from Owner of written notice of the expiration of the Defect Correction Period for Subproject 1; provided that if the expiration of such Defect Correction Period occurs before Substantial Completion of Subproject 2, such decrease shall not occur until after the conditions for decreasing the Letter of Credit for Substantial Completion of Subproject 2 occurs; and