Common use of Irrevocable Standby Letter of Credit Clause in Contracts

Irrevocable Standby Letter of Credit. A. As a condition precedent to Contractor’s right to receive any payments under this Agreement (except payments expressly permitted pursuant to an LNTP), Contractor shall deliver to Owner an irrevocable standby letter of credit, naming Owner as beneficiary, in the amount of ten percent (10%) of the Contract Price (as adjusted by Change Order) and in the form of Attachment R, and issued and confirmed by a commercial bank in the United States of America reasonably acceptable to Owner with a long-term rating of at least Investment Grade (“Letter of Credit”). Upon Owner’s written request, Contractor shall increase the dollar value of the Letter of Credit issued to Owner in proportion to any increases to the Contract Price pursuant to a Change Order, or the aggregate of multiple Change Orders, that equal or exceed one hundred million U.S. Dollars (U.S. $100,000,000); provided that if Owner so requests an adjustment to the value of the Letter of Credit, Contractor shall be entitled to a Change Order for the cost of the increase in the Letter of Credit. If at any time the rating of the U.S. commercial bank that issued the Letter of Credit falls below Investment Grade, Contractor shall replace the Letter of Credit within [***] ([***]) Days with a letter of credit or, if permitted by Owner in its sole discretion, an equivalent instrument, issued by a commercial bank in the United States of America reasonably acceptable to Owner meeting such rating requirements. Owner shall have the right to draw down on or collect against such Letter of Credit upon Owner’s demand in the event of the following: (a) a Default by Contractor or the owing by Contractor to Owner under this Agreement for Liquidated Damages or any other liabilities, damages, costs, losses or expenses arising out of or relating to a breach of any obligation under this Agreement by Contractor, such Default or otherwise and (b) Owner has provided [***] ([***]) Business Days’ written notice to Contractor stating Owner’s intent to draw against the Letter of Credit and the amount to be drawn and specifying the reason for the draw on the Letter of Credit. 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, costs, losses or expenses or is necessary to remedy the Default or breach of this Agreement. In addition to the foregoing draw rights, (i) Owner shall also have the right to draw down on or collect against the Letter of Credit for all remaining funds in the Letter of Credit upon Owner’s demand if Contractor has not, prior to [***] ([***]) 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 9.2 and extending the expiration date for the shorter of (a) a period of one (1) year, or (b) the expiration of such Defect Correction Period, 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, within the applicable time period set forth in this Section 9.2, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit from a U.S. commercial bank meeting the requirements set forth in this Section 9.2. Except for sums due and owing for LNTP Work (if any), Contractor shall not be entitled to any compensation under this Agreement unless and until Contractor provides the Letter of Credit to Owner in accordance with this Section 9.2.

Irrevocable Standby Letter of Credit. A. As 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 Mobilization Payment, and as a condition precedent to Contractor’s right to receive any payments under this Agreement (except payments expressly permitted pursuant to an LNTP)further payments, Contractor shall deliver to Owner an irrevocable standby letter of credit, naming Owner as beneficiary, in the amount of ten percent (10%) […***…] of the Contract Guaranteed Maximum Price (as adjusted by Change Order) and in the form of Attachment RAA, and issued and confirmed by a commercial bank in the United States of America reasonably acceptable to Owner with a long-term rating of at least Investment Grade (“Letter of Credit”). Upon OwnerAs used herein, “Investment Grade” means a rating of at least AA by Standard & Poor’s written request, Contractor shall increase the dollar value of the Letter of Credit issued to Owner in proportion to any increases to the Contract Price pursuant to a Change Order, or the aggregate of multiple Change Orders, that equal or exceed one hundred million U.S. Dollars (U.S. $100,000,000); provided that if Owner so requests an adjustment to the value of the Letter of Credit, Contractor shall be entitled to a Change Order for the cost of the increase in the Letter of Creditand at least Aa2 by Xxxxx’x Investors Service. If at any time the rating of the U.S. commercial bank that issued the Letter of Credit falls below Investment Gradeeither of such ratings, Contractor shall replace the Letter of Credit within [***] ten ([***]10) Days with a letter of credit or, if permitted by Owner in its sole discretion, an equivalent instrument, instrument issued by a commercial bank in the United States of America reasonably acceptable to Owner meeting such rating requirements. Owner shall have the right to draw down on or collect against such Letter of Credit upon Owner’s demand in the event of the following: (a) a Default by Contractor or the owing by Contractor to Owner under this Agreement for Delay Liquidated Damages or any other liabilities, damages, costslosses, losses costs or expenses arising out of or relating to a breach of any obligation under this Agreement by Contractor, Contractor or such Default or otherwise and (b) Owner has provided [***] ([***]) Business Days’ written notice to Contractor stating Owner’s intent to draw against the Letter of Credit and the amount to be drawn and specifying the reason for the draw on the Letter of CreditDefault. 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, costslosses, losses costs or expenses or is necessary to remedy the Default or breach of this the Agreement. In addition to the foregoing draw rights, (i) Owner shall also have the right to draw down on or collect against the Letter of Credit for all remaining funds in the Letter of Credit 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 9.2 10.2 and extending the expiration date for the shorter of (a) a period of one (1) year, year or (b) the expiration of such the Defect Correction PeriodPeriod (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, within the applicable time period set forth in this Section 9.210.2, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit from a U.S. commercial bank meeting the requirements set forth in this Section 9.210.2. Except for sums due and owing for LNTP Work (if any), Contractor shall not be entitled to any compensation under this Agreement unless and until Contractor provides 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 accordance 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 this Section 9.2written 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. As 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 first installment of the Deposit Payment, and as a condition precedent to Contractor’s right to receive any payments under this Agreement (except payments expressly permitted pursuant to an LNTP)further payments, Contractor shall deliver to Owner an irrevocable standby letter of credit, naming Owner as beneficiary, in the amount of ten percent […***…] (10[…***…]%) of the Contract Guaranteed Maximum Price (as adjusted by Change Order) and in the form of Attachment RAA, and issued and confirmed by a commercial bank in the United States of America reasonably acceptable to Owner with a long-term rating of at least Investment Grade (“Letter of Credit”). Upon OwnerAs used herein, “Investment Grade” means a rating of at least AA by Standard & Poor’s written request, Contractor shall increase the dollar value of the Letter of Credit issued to Owner in proportion to any increases to the Contract Price pursuant to a Change Order, or the aggregate of multiple Change Orders, that equal or exceed one hundred million U.S. Dollars (U.S. $100,000,000); provided that if Owner so requests an adjustment to the value of the Letter of Credit, Contractor shall be entitled to a Change Order for the cost of the increase in the Letter of Creditand at least Aa2 by Xxxxx’x Investors Service. If at any time the rating of the U.S. commercial bank that issued the Letter of Credit falls below Investment Gradeeither of such ratings, Contractor shall replace the Letter of Credit within [***] ten ([***]10) Days with a letter of credit or, if permitted by Owner in its sole discretion, an equivalent instrument, instrument issued by a commercial bank in the United States of America reasonably acceptable to Owner meeting such rating requirements. Owner shall have the right to draw down on or collect against such Letter of Credit upon Owner’s demand in the event of the following: (a) a Default by Contractor or the owing by Contractor to Owner under this Agreement for Delay Liquidated Damages or any other liabilities, damages, costslosses, losses costs or expenses arising out of or relating to a breach of any obligation under this Agreement by Contractor, Contractor or such Default or otherwise and (b) Owner has provided [***] ([***]) Business Days’ written notice to Contractor stating Owner’s intent to draw against the Letter of Credit and the amount to be drawn and specifying the reason for the draw on the Letter of CreditDefault. 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, costslosses, losses costs or expenses or is necessary to remedy the Default or breach of this the Agreement. In addition to the foregoing draw rights, (i) Owner shall also have the right to draw down on or collect against the Letter of Credit for all remaining funds in the Letter of Credit 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 9.2 10.2 and extending the expiration date for the shorter of (a) a period of one (1) year, year or (b) the expiration of such the Defect Correction PeriodPeriod (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, within the applicable time period set forth in this Section 9.210.2, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit from a U.S. commercial bank meeting the requirements set forth in this Section 9.2. Except for sums due and owing for LNTP Work (if any), Contractor shall not be entitled to any compensation under this Agreement unless and until Contractor provides the Letter of Credit to Owner in accordance with this Section 9.210.2.

Irrevocable Standby Letter of Credit. A. As a condition precedent On or before the issuance of the Notice to Contractor’s right to receive any payments under this Agreement (except payments expressly permitted pursuant to an LNTP)Proceed in accordance with Section 5.2B, Contractor shall deliver to Owner an irrevocable standby letter of credit, naming Owner as beneficiary, credit in the amount of ten eight percent (108%) of the Contract Price (“Letter of Credit”). The Letter of Credit shall name Owner as adjusted by Change Order) and in the form of Attachment Rbeneficiary, and shall be issued and confirmed by a commercial bank in the United States of America reasonably acceptable to Owner with a long-term rating of at least Investment Grade (“Letter of Credit”). Upon OwnerA- by Standard & Poor’s written requestand at least A3 by Xxxxx’x Investors Service, Contractor and shall increase be in the dollar value of relevant form set forth in Attachment R; provided, however, if the issuing bank requires certain changes to the Letter of Credit issued to Owner in proportion to any increases to the Contract Price pursuant to a Change Orderform, or the aggregate of multiple Change Orders, that equal or exceed one hundred million U.S. Dollars (U.S. $100,000,000); provided that if Owner so requests an adjustment to the value of the Letter of Credit, Contractor such changes shall be entitled subject to a Change Order for the cost of the increase in the Letter of CreditOwner’s written approval (not to be unreasonably withheld). If at any time the rating of the U.S. commercial bank that issued the applicable Letter of Credit falls below Investment Gradeeither of such ratings, Contractor shall replace the such Letter of Credit within [***] ten ([***]10) Days with a letter of credit or, if permitted by Owner in its sole discretion, an equivalent instrument, instrument issued by a commercial bank in the United States of America reasonably acceptable to Owner meeting such rating requirements. Owner shall have the right to draw down on or collect against such the Letter of Credit upon Owner’s demand in the event of the following: (ai) a Default by Contractor or the owing by Contractor to Owner under this Agreement for Liquidated Damages or any other liabilities, damages, costslosses, losses costs or expenses arising out of or relating to a breach of any obligation for which Contractor is liable under this Agreement by Contractor, such Default or otherwise Agreement; and (bii) Owner has provided [***] ([***]) Business Days’ written notice to Contractor stating Owner’s intent to draw against the Letter of Credit and the amount to be drawn and specifying the reason for the draw on the Letter of Credit. 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, costslosses, losses costs or expenses or is necessary to remedy the Default or breach of this Agreement. In addition addition, should the issuing commercial bank notify Owner and Contractor pursuant to the foregoing draw rights, (i) Owner shall also have the right to draw down on or collect against terms of the Letter of Credit for all remaining funds in that it has decided not to extend the Letter of Credit upon Owner’s demand if Contractor has not, prior to [***] ([***]) Days before beyond 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 9.2 and extending the expiration date for the shorter of (a) a period of one (1) year, or (b) the expiration of such Defect Correction Period, 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, within prior to thirty (30) Days before the applicable time period set forth in this Section 9.2then 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 set forth in this Section 9.2. Except for sums due and owing for LNTP Work (if any), Contractor shall not be entitled to any compensation under this Agreement unless and until Contractor provides the Letter of Credit to Owner in accordance with this Section 9.2.

Irrevocable Standby Letter of Credit. A. As a condition precedent On or before the issuance of the Notice to Contractor’s right to receive any payments under this Agreement (except payments expressly permitted pursuant to an LNTP)Proceed in accordance with Section 5.2B, Contractor shall deliver to Owner an irrevocable standby letter of credit, naming Owner as beneficiary, credit in the amount of ten percent (10%) of the Contract Price (“Letter of Credit”). The Letter of Credit shall name Owner as adjusted by Change Order) and in the form of Attachment Rbeneficiary, and shall be issued and confirmed by a commercial bank in the United States of America reasonably acceptable to Owner with a long-term rating of at least Investment Grade (“Letter of Credit”). Upon OwnerA- by Standard & Poor’s written requestand at least A3 by Xxxxx’x Investors Service, Contractor and shall increase be in the dollar value of relevant form set forth in Attachment R; provided, however, if the issuing bank requires certain changes to the Letter of Credit issued to Owner in proportion to any increases to the Contract Price pursuant to a Change Orderform, or the aggregate of multiple Change Orders, that equal or exceed one hundred million U.S. Dollars (U.S. $100,000,000); provided that if Owner so requests an adjustment to the value of the Letter of Credit, Contractor such changes shall be entitled subject to a Change Order for the cost of the increase in the Letter of CreditOwner’s written approval (not to be unreasonably withheld). If at any time the rating of the U.S. commercial bank that issued the applicable Letter of Credit falls below Investment Gradeeither of such ratings, Contractor shall replace the such Letter of Credit within [***] ten ([***]10) Days with a letter of credit or, if permitted by Owner in its sole discretion, an equivalent instrument, instrument issued by a commercial bank in the United States of America reasonably acceptable to Owner meeting such rating requirements. Owner shall have the right to draw down on or collect against such the Letter of Credit upon Owner’s demand in the event of the following: (ai) a Default by Contractor or the owing by Contractor to Owner under this Agreement for Liquidated Damages or any other liabilities, damages, costslosses, losses costs or expenses arising out of or relating to a breach of any obligation for which Contractor is liable under this Agreement by Contractor, such Default or otherwise Agreement; and (bii) Owner has provided [***] ([***]) Business Days’ written notice to Contractor stating Owner’s intent to draw against the Letter of Credit and the amount to be drawn and specifying the reason for the draw on the Letter of Credit. 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, costslosses, losses costs or expenses or is necessary to remedy the Default or breach of this Agreement. In addition addition, should the issuing commercial bank notify Owner and Contractor pursuant to the foregoing draw rights, (i) Owner shall also have the right to draw down on or collect against terms of the Letter of Credit for all remaining funds in that it has decided not to extend the Letter of Credit upon Owner’s demand if Contractor has not, prior to [***] ([***]) Days before beyond 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 9.2 and extending the expiration date for the shorter of (a) a period of one (1) year, or (b) the expiration of such Defect Correction Period, 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, within prior to thirty (30) Days before the applicable time period set forth in this Section 9.2then 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 set forth in this Section 9.2. Except for sums due and owing for LNTP Work (if any), Contractor shall not be entitled to any compensation under this Agreement unless and until Contractor provides the Letter of Credit to Owner in accordance with this Section 9.2.

Irrevocable Standby Letter of Credit. A. As a condition precedent to Contractor’s right to receive any payments under this Agreement (except payments expressly permitted pursuant to an LNTP)Concurrently with the issuance of NTP, Contractor shall deliver provide to Owner an irrevocable standby standby, on-demand letter of credit, naming Owner as beneficiary, in the amount of ten *** percent (10***%) of the Contract Price (as adjusted by Change Order) and in the form of Attachment R, and issued and or confirmed by a commercial bank in the United States of America reasonably acceptable to Owner with a long-term rating of at least Investment Grade (“Letter of Credit”). Upon Owner’s written request, Contractor shall increase the dollar value of the Letter of Credit issued to Owner in proportion to any increases to the Contract Price pursuant to a Change Order, or the aggregate of multiple Change Orders, that equal or exceed one hundred million *** U.S. Dollars (U.S. $100,000,000***); provided that if Owner so requests an adjustment to the value of the Letter of Credit, Contractor shall be entitled to a Change Order for the cost of the increase in the Letter of Credit. If at any time the rating of the U.S. commercial bank that issued the Letter of Credit falls below Investment Grade, Contractor shall replace the Letter of Credit within [***] ten ([***]10) Days with a an equivalent letter of credit or, if permitted by Owner in its sole discretion, an equivalent instrumentcredit, issued by a commercial bank in the United States of America reasonably acceptable to Owner meeting such rating requirementsrequirements and meeting the requirements of this Section 9.2 or, if permitted by Owner in its sole discretion, an equivalent instrument. Owner shall have the right to draw down on or collect against such Letter of Credit upon Owner’s demand in the event of the following: (a1) a Default by Contractor or the owing by Contractor to Owner under this Agreement for Liquidated Damages or any other liabilities, damages, costs, losses or expenses arising out of or relating to a breach of any obligation under this Agreement by Contractor, Contractor or such Default or otherwise Default; and (b2) Owner has provided [***] Contractor with seven ([***]7) Business Days’ written notice (except in the event of Contractor’s bankruptcy, in which event, no such notice is required) (a) specifying the nature of such Default or the owing by Contractor to Owner under this Agreement for Liquidated Damages or any other liabilities, damages, costs, losses or expenses arising out of or relating to a breach of any obligation under this Agreement by Contractor and (b) stating Owner’s intent to draw against the Letter of Credit and the amount to be drawn and specifying the reason for the draw on the Letter of Creditdrawn. 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, costs, losses or expenses or is necessary to remedy the Default or breach of this Agreement. In addition to the foregoing draw rights, (i) Owner shall also have the right to draw down on or collect against the Letter of Credit for all remaining funds in the 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 U.S. commercial bank meeting the requirements in this Section 9.2 and extending the expiration date for the shorter of (a) a period of one (1) year, year or (b) the expiration of such the period specified in clause (viii) of the definition of “Defect Correction Period” (i.e., the eighteen (18) month period following Substantial Completion of Train 7 and any extension pursuant to Section 12.3C, if applicable), 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, within the applicable time period set forth in this Section 9.2, delivered to Owner a replacement letter of credit substantially identical to the Letter of Credit from a U.S. commercial bank meeting the requirements set forth in this Section 9.2. Except for sums due and owing for LNTP Work (if any), Contractor shall is not be entitled to any compensation under this Agreement (other than for any compensation owed under an LNTP) unless and until Contractor provides the Letter of Credit to Owner in accordance with this Section 9.2.

Irrevocable Standby Letter of Credit. A. As a condition precedent On or before the issuance of the Notice to Contractor’s right to receive any payments under this Agreement (except payments expressly permitted pursuant to an LNTP)Proceed in accordance with Section 5.2B, Contractor shall deliver to Owner the following: (i) an irrevocable standby letter of credit, naming Owner as beneficiary, credit in the amount of ten percent (10%) of the Contract Price (as adjusted by Change Order“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”). 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 of set forth in Attachment R, and shall be issued and confirmed by a commercial bank in the United States of America reasonably acceptable to Owner with a long-term rating of at least Investment Grade (“Letter of Credit”). Upon OwnerA- by Standard & Poor’s written request, Contractor shall increase the dollar value of the Letter of Credit issued to Owner in proportion to any increases to the Contract Price pursuant to a Change Order, or the aggregate of multiple Change Orders, that equal or exceed one hundred million U.S. Dollars (U.S. $100,000,000); provided that if Owner so requests an adjustment to the value of the Letter of Credit, Contractor shall be entitled to a Change Order for the cost of the increase in the Letter of Creditand at least A3 by Xxxxx’x Investors Service. If at any time the rating of the U.S. commercial bank that issued the applicable Letter of Credit falls below Investment Gradeeither of such ratings, Contractor shall replace the such Letter of Credit within [***] ten ([***]10) Days with a letter of credit or, if permitted by Owner in its sole discretion, an equivalent instrument, instrument issued by a commercial bank in the United States of America reasonably acceptable to Owner meeting such rating requirements. Owner shall have the right to draw down on or collect against such either Letter of Credit upon Owner’s demand in the event of the following: (ai) a Default by Contractor or the owing by Contractor to Owner under this Agreement for Liquidated Damages or any other liabilities, damages, costslosses, losses costs or expenses arising out of or relating to a breach of any obligation for which Contractor is liable under this Agreement by Contractor, such Default or otherwise Agreement; and (bii) Owner has provided [***] ([***]) Business Days’ written notice to Contractor stating Owner’s intent to draw against the Letter of Credit and the amount to be drawn and specifying the reason for the draw on the Letter of Credit. 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, costslosses, losses costs or expenses or is necessary to remedy the Default or breach of this Agreement. In addition addition, should the issuing commercial bank notify Owner and Contractor pursuant to the foregoing draw rightsterms of either Letter of Credit that it has decided not to extend the applicable Letter of Credit beyond the then current expiration date, (i) Owner shall also have the right to draw down on or collect against the applicable Letter of Credit for all remaining funds in the 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 U.S. commercial bank meeting the requirements in this Section 9.2 and extending 9.2. The amount of the expiration date for Performance Letter of Credit shall decrease to an aggregate amount of five percent (5%) of the shorter Contract Price thirty (30) Days after the issuing commercial bank’s receipt from Owner of (ai) a period copy of one the Substantial Completion Certificate signed by Contractor and (1ii) yeara 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, or (b) 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 such the Defect Correction Period, and (ii) Owner shall also have at which time the right to draw down on or collect against the Performance Letter of Credit for all remaining funds available under such 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 demand if request, increase the issuing bank is no longer Investment Grade and Contractor has not, within the applicable time period set forth in this Section 9.2, delivered to Owner a replacement letter amount of credit substantially identical to the Letter of Credit from a U.S. commercial bank meeting the requirements set forth in this Section 9.2. Except for sums due and owing for LNTP Work (if any), Contractor shall not be entitled to any compensation under this Agreement unless and until Contractor provides the Letter of Credit to Owner reflect the corresponding increase in accordance with this Section 9.2such Contract Price. Such increase in the Letter of Credit shall be reflected in a Change Order mutually agreed upon by the Parties.