Common use of ISSUANCE OF GUARANTEE INSTRUMENTS Clause in Contracts

ISSUANCE OF GUARANTEE INSTRUMENTS. AMENDMENT OF GUARANTEE INSTRUMENTS 2.1 The Guarantee Instrument shall be issued on the template proposed by the Bank similar to those used by the Bank at that moment or on another template agreed between the Borrower and the Bank. If the Borrower wishes the Guarantee Instrument to be issued with different content than that proposed by the Bank, the Guarantee Instrument issuance request must enclose the Borrower’s proposal on the form of the Guarantee Instrument to be issued by the Bank and the Bank must accept such provisions. The Bank has discretionary power to accept or reject the proposed Guarantee Instrument form. 2.2 The Guarantee Instruments already issued by the Bank under the relevant Credit Facility Agreement can be amended under the conditions provided by the Credit Facility Agreement and only if the Bank approves such Guarantee Instrument amendment request. The request for Guarantee Instrument issuance or amendment under a Revolving Guarantee Facility can be provided to the Bank in writing, by e-mail or by facsimile, by the persons designated to represent the Borrower under the Financing Documents. 2.3 The obligation to issue the Guarantee Instrument shall be considered fulfilled by the Bank: (a) on the date of dispatch by express courier, or XXXXX; (b) on the date of delivery of the original to the Borrower. according to the delivery method indicated in the Guarantee Instrument issue / amendment application. 2.4 Starting with the date of dispatch by express courier, or SWIFT or, as appropriate, of the delivery to the Borrower, the Bank shall no longer be held liable for any delay and/or loss of the Guarantee Instrument, for its deterioration or for any errors which may occur during the transmission or transport to the Borrower or the Beneficiary. 2.5 The Bank reserves the right not to issue the Guarantee Instrument, not to perform the payment of the Guarantee Instrument / not to implement any Instructions related to the Guarantee Instrument, if the issue of the Guarantee Instrument /payment and/or the implementation of that instruction could result in the Bank's violating any commercial, economic, or financial sanctions arising from any laws, regulations, embargoes or restrictive measures imposed, enacted or enforced by the Security Council of the United Nations, the European Union, Romania or any government or institutions or their official agencies. 2.6 Except if otherwise provided in the Credit Facility Agreement, the Guarantee Instruments issued by the Bank are subject to the international practices and customs specific for the relevant instruments. The value of the Guarantee Instrument shall be reduced with the payments made by the Bank and/or by the Borrower, as the case may be. 2.7 Any action taken by the Bank or its counter parties in relation to the Guarantee Instrument and related documents, if done in good faith and in compliance with the applicable "Uniform Rules for Demand Guarantees" (hereinafter referred to as "URDG"), the Romanian Law and any other applicable foreign law shall be binding to the Borrower. The terms and conditions of the Guarantee Instrument issue/amendment request have been drafted and are governed by the Romanian law, unless it conflicts with the applicable URDG; in that case the latter shall prevail. The Borrower shall be subject to the exclusive jurisdiction of the courts of the Bank's headquarters or of the one chosen by the Bank, having jurisdiction over any action or procedure related to the terms and conditions applicable to the Guarantee Instrument use/issue/amendment application. 2.8 For Guarantee Instruments governed by laws other than Romanian law, the Borrower expressly and irrevocably agrees and undertakes all risks and costs arising from the Guarantee Instrument being governed by that respective foreign law. The Borrower shall indemnify the Bank for any loss or damage suffered by the Bank as a result of the issue of the Guarantee Instrument, including the costs and expenses (including but not limited to the lawyers' fees and legal expenses) related to the claims or legal proceedings arising from the issue of the Guarantee Instrument. 2.9 The terms and conditions of the Guarantee Instrument issue/amendment application shall be binding to the Borrower, its successors and its assignees, and shall enter into force or become effective to the benefit of the Bank, its successors and its assignees. None of the terms of the Guarantee Instrument issue/amendment application can be modified and none of the terms and conditions of the Guarantee Instrument issue/amendment application can be waived, unless it is agreed in writing by the Bank. 2.10 In the event of requests for issuing Guarantee Instruments consisting in letters of guarantee/counter-guarantee for advance refund or performance guarantees, by order of construction or utilities companies, the Bank performs an opportunity analysis of issuing each such Guarantee Instrument, based on the relevant project, having the right to refuse the issuance of such Guarantee Instrument, without any obligation to justify its decisions. In order to perform the analysis, the Borrower undertakes to provide the Bank with at least the following documents, as well as other documents as may be required by the Bank: (i) project description; (ii) work performance schedule; (iii) project cash flow (including estimate date for collection of first invoice); (iv) project expenditures (personnel costs, raw materials, materials, etc.

ISSUANCE OF GUARANTEE INSTRUMENTS. AMENDMENT OF GUARANTEE INSTRUMENTS 2.1 The Guarantee Instrument shall be issued on the template proposed by the Bank similar to those used by the Bank at that moment or on another template agreed between the Borrower and the Bank. If the Borrower wishes the Guarantee Instrument to be issued with different content than that proposed by the Bank, the Guarantee Instrument issuance request must enclose the Borrower’s proposal on the form of the Guarantee Instrument to be issued by the Bank and the Bank must accept such provisions. The Bank has discretionary power to accept or reject the proposed Guarantee Instrument form. 2.2 The Guarantee Instruments already issued by the Bank under the relevant Credit Facility Agreement can be amended under the conditions provided by the Credit Facility Agreement and only if the Bank approves such Guarantee Instrument amendment request. The request for Guarantee Instrument issuance or amendment under a Revolving Guarantee Facility can be provided to the Bank in writing, by e-mail or by facsimile, by the persons designated to represent the Borrower under the Financing Documents. 2.3 The obligation to issue the Guarantee Instrument shall be considered fulfilled by the Bank: (a) on the date of dispatch by express courier, telex or XXXXXSWIFT to the Borrower; (b) on the date of delivery of the original to the Borrower. according to the delivery method indicated in the Guarantee Instrument issue / amendment application. 2.4 Starting with the date of dispatch by express courier, telex or SWIFT or, as appropriatethe case may be, of the delivery to the Borrower, the Bank shall no longer be held liable for any delay and/or loss of the Guarantee Instrument, for its deterioration or for any errors which may occur during the transmission or transport to the Borrower or the Beneficiary. 2.5 The Bank reserves the right not to issue the Guarantee Instrument, not to perform the payment of the Guarantee Instrument / not to implement any Instructions related to the Guarantee Instrument, if the issue of the Guarantee Instrument /payment and/or the implementation of that instruction could result in the Bank's violating any commercial, economic, or financial sanctions arising from any laws, regulations, embargoes or restrictive measures imposed, enacted or enforced by the Security Council of the United Nations, the European Union, Romania or any government or institutions or their official agencies. 2.6 Except if otherwise provided in the Credit Facility Agreement, the Guarantee Instruments issued by the Bank are subject to the international practices and customs specific for the relevant instruments. The value of the Guarantee Instrument shall be reduced with the payments made by the Bank and/or by the Borrower, as the case may be. 2.7 Any action taken by the Bank or its counter parties in relation to the Guarantee Instrument and related documents, if done in good faith and in compliance with the applicable "Uniform Rules for Demand Guarantees" (hereinafter referred to as "URDG"), the Romanian Law and any other applicable foreign law shall be binding to the Borrower. The terms and conditions of the Guarantee Instrument issue/amendment request have been drafted and are governed by the Romanian law, unless it conflicts with the applicable URDG; in that case the latter shall prevail. The Borrower shall be subject to the exclusive jurisdiction of the courts of the Bank's headquarters or of the one chosen by the Bank, having jurisdiction over any action or procedure related to the terms and conditions applicable to the Guarantee Instrument use/issue/amendment application. 2.8 For Guarantee Instruments governed by laws other than Romanian law, the Borrower expressly and irrevocably agrees and undertakes all risks and costs arising from the Guarantee Instrument being governed by that respective foreign law. The Borrower shall indemnify the Bank for any loss or damage suffered by the Bank as a result of the issue of the Guarantee Instrument, including the costs and expenses (including but not limited to the lawyers' fees and legal expenses) related to the claims or legal proceedings arising from the issue of the Guarantee Instrument. 2.9 The terms and conditions value of the Guarantee Instrument issue/amendment application shall be binding to reduced with the payments made by the Bank and/or by the Borrower, its successors and its assignees, and shall enter into force or become effective to as the benefit of the Bank, its successors and its assignees. None of the terms of the Guarantee Instrument issue/amendment application can be modified and none of the terms and conditions of the Guarantee Instrument issue/amendment application can be waived, unless it is agreed in writing by the Bankcase may be. 2.10 2.6 In the event of requests for issuing Guarantee Instruments consisting in letters of guarantee/counter-guarantee for advance refund or performance guarantees, by order of construction or utilities companies, the Bank performs an opportunity analysis of issuing each such Guarantee Instrument, based on the relevant project, having the right to refuse the issuance of such Guarantee Instrument, without any obligation to justify its decisions. In order to perform the analysis, the Borrower undertakes to provide the Bank with at least the following documents, as well as other documents as may be required by the Bank: (i) project description; (ii) work performance schedule; (iii) project cash flow (including estimate date for collection of first invoice); (iv) project expenditures (personnel costs, raw materials, materials, etc). After issuing the Guarantee Instrument according with this Xxxxxx, the Borrower undertakes to provide the Bank, quarterly, with the project cash flow (cash collections and payments schedule). 2.7 In case of Revolving Guarantee Facilities, the Facility Limit shall be replenished with the corresponding value at the expiry date of maximum 5 (five) Business Days from the termination date of a Guarantee Instrument issued under the Credit Facility Agreement caused by term expiry or the Beneficiary’s renunciation to the Guarantee Instrument before the term expiry of such Guarantee Instrument.

ISSUANCE OF GUARANTEE INSTRUMENTS. AMENDMENT OF GUARANTEE INSTRUMENTS 2.1 The Guarantee Instrument shall be issued on the template proposed by the Bank similar to those used by the Bank at that moment or on another template agreed between the Borrower and the Bank. If the Borrower wishes the Guarantee Instrument to be issued with different content than that proposed by the Bank, the Guarantee Instrument issuance request must enclose the Borrower’s 's proposal on the form of the Guarantee Instrument to be issued by the Bank and the Bank must accept such provisions. The Bank has discretionary power to accept or reject the proposed Guarantee Instrument form. 2.2 The Guarantee Instruments already issued by the Bank under the relevant Credit Facility Agreement can be amended under the conditions provided by the Credit Facility Agreement and only if the Bank approves such Guarantee Instrument amendment request. The request for Guarantee Instrument issuance or amendment under a Revolving Guarantee Facility can be provided to the Bank in writing, by e-mail or by facsimile, by the persons designated to represent the Borrower under the Financing Documents. 2.3 The obligation to issue the Guarantee Instrument shall be considered fulfilled by the Bank: (a) on the date of dispatch by express courier, telex or XXXXXSWIFT to the Borrower; (b) on the date of delivery of the original to the Borrower. according to the delivery method indicated in the Guarantee Instrument issue / amendment application. 2.4 Starting with the date of dispatch by express courier, telex or SWIFT or, as appropriatethe case may be, of the delivery to the Borrower, the Bank shall no longer be held liable for any delay and/or loss of the Guarantee Instrument, for its deterioration or for any errors which may occur during the transmission or transport to the Borrower or the Beneficiary. 2.5 The Bank reserves the right not to issue the Guarantee Instrument, not to perform the payment of the Guarantee Instrument / not to implement any Instructions related to the Guarantee Instrument, if the issue of the Guarantee Instrument /payment and/or the implementation of that instruction could result in the Bank's violating any commercial, economic, or financial sanctions arising from any laws, regulations, embargoes or restrictive measures imposed, enacted or enforced by the Security Council of the United Nations, the European Union, Romania or any government or institutions or their official agencies. 2.6 Except if otherwise provided in the Credit Facility Agreement, the Guarantee Instruments issued by the Bank are subject to the international practices and customs specific for the relevant instruments. The value of the Guarantee Instrument shall be reduced with the payments made by the Bank and/or by the Borrower, as the case may be. 2.7 Any action taken by the Bank or its counter parties in relation to the Guarantee Instrument and related documents, if done in good faith and in compliance with the applicable "Uniform Rules for Demand Guarantees" (hereinafter referred to as "URDG"), the Romanian Law and any other applicable foreign law shall be binding to the Borrower. The terms and conditions of the Guarantee Instrument issue/amendment request have been drafted and are governed by the Romanian law, unless it conflicts with the applicable URDG; in that case the latter shall prevail. The Borrower shall be subject to the exclusive jurisdiction of the courts of the Bank's headquarters or of the one chosen by the Bank, having jurisdiction over any action or procedure related to the terms and conditions applicable to the Guarantee Instrument use/issue/amendment application. 2.8 For Guarantee Instruments governed by laws other than Romanian law, the Borrower expressly and irrevocably agrees and undertakes all risks and costs arising from the Guarantee Instrument being governed by that respective foreign law. The Borrower shall indemnify the Bank for any loss or damage suffered by the Bank as a result of the issue of the Guarantee Instrument, including the costs and expenses (including but not limited to the lawyers' fees and legal expenses) related to the claims or legal proceedings arising from the issue of the Guarantee Instrument. 2.9 The terms and conditions value of the Guarantee Instrument issue/amendment application shall be binding to reduced with the payments made by the Bank and/or by the Borrower, its successors and its assignees, and shall enter into force or become effective to as the benefit of the Bank, its successors and its assignees. None of the terms of the Guarantee Instrument issue/amendment application can be modified and none of the terms and conditions of the Guarantee Instrument issue/amendment application can be waived, unless it is agreed in writing by the Bankcase may be. 2.10 2.6 In the event of requests for issuing Guarantee Instruments consisting in letters of guarantee/counter-guarantee for advance refund or performance guarantees, by order of construction or utilities companies, the Bank performs an opportunity analysis of issuing each such Guarantee Instrument, based on the relevant project, having the right to refuse the issuance of such Guarantee Instrument, without any obligation to justify its decisions. In order to perform the analysis, the Borrower undertakes to provide the Bank with at least the following documents, as well as other documents as may be required by the Bank: (i) project description; (ii) work performance schedule; (iii) project cash flow (including estimate date for collection of first invoice); (iv) project expenditures (personnel costs, raw materials, materials, etc). After issuing the Guarantee Instrument according with this Xxxxxx, the Borrower undertakes to provide the Bank, quarterly, with the project cash flow (cash collections and payments schedule). 2.7 In case of Revolving Guarantee Facilities, the Facility Limit shall be replenished with the corresponding value at the expiry date of maximum 5 (five) Business Days from the termination date of a Guarantee Instrument issued under the Credit Facility Agreement caused by term expiry or the Beneficiary's renunciation to the Guarantee Instrument before the term expiry of such Guarantee Instrument.