Common use of Letter of Credit Provisions Clause in Contracts

Letter of Credit Provisions. Other Eligible Support and Other Posted Support provided in the form of a Letter of Credit shall be subject to the following provisions: (1) Unless otherwise agreed in writing by the parties, each Letter of Credit shall be provided in accordance with the provisions of this Annex, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledgor shall (i) renew or replace or cause the renewal or replacement of each outstanding Letter of Credit prior to the expiration date of the relevant Letter of Credit being renewed or replaced in order to maintain the then-applicable Credit Support Amount requirements, (ii) if the Qualified Institution that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide a substitute Letter of Credit at least twenty (20) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (iii) if a Qualified Institution issuing a Letter of Credit shall fail to honor the Secured Party’s properly documented request to draw on an outstanding Letter of Credit, provide for the benefit of the Secured Party, (x) a substitute Letter of Credit, that is issued by a Qualified Institution acceptable to the Secured Party, other than the Qualified Institution failing to honor the outstanding Letter of Credit, or (y) Eligible Collateral, in each case within one (1) Business Day after the Pledgor receives notice of such failure; provided that, at the time the Pledgor is required to perform in accordance with (i), (ii), or (iii) above, the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount. (2) As one method of providing Eligible Credit Support, the Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (i) A Letter of Credit shall provide that the Secured Party may draw upon the Letter of Credit in an amount (up to the face amount for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledgor but have not been paid to the Secured Party within the time allowed for such payments under this PPA (including any related notice or grace period or both). A Letter of Credit shall provide that a drawing be made on the Letter of Credit upon submission to the Qualified Institution issuing the Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (ii) If the Pledgor shall fail to renew, substitute, or sufficiently increase the amount of an outstanding Letter of Credit (as the case may be), or establish one or more additional Letters of Credit, or otherwise provide sufficient Eligible Credit Support and if the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount as a result of such failure, then the Secured Party may draw on the entire, undrawn portion of any outstanding Letter of Credit upon submission to the Qualified Institution issuing such Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (4) If a party’s Credit Support Provider shall furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such Credit Support Provider be reduced by the amount of any Letter of Credit established by such party (but only for such time as such party’s Letter of Credit shall be in effect). If a party shall be required to furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such party be reduced by the amount of any Letter of Credit established by such party’s Credit Support Provider (but only for such time as such Credit Support Provider’s Letter of Credit shall be in effect). (5) Upon the occurrence of a Letter of Credit Default, the Pledgor agrees to deliver a substitute Letter of Credit or other Eligible Credit Support to the Secured Party in an amount at least equal to that of the Letter of Credit to be replaced on or before the second (2nd) Local Business Day after written demand by the Secured Party (or the third (3rd) Local Business Day if only clause (i) under the definition of Letter of Credit Default applies). (6) Notwithstanding Paragraph 10, in all cases, the costs and expenses (including but not limited to the reasonable costs, expenses, and external attorneys’ fees of the Secured Party) of establishing, renewing, substituting, canceling, increasing, and reducing the amount of (as the case may be) one or more Letters of Credit shall be borne by the Pledgor.

Letter of Credit Provisions. Other Eligible Support and Other Posted Support provided in the form of a Letter of Credit shall be subject to the following provisions: (1) Unless otherwise agreed in writing by the parties, each Letter of Credit shall be provided in accordance with the provisions of this Annex, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledgor shall shall (i) renew or replace or cause the renewal or replacement of each outstanding Letter of Credit prior to the expiration date of the relevant Letter of Credit being renewed or replaced in order to maintain the then-applicable Credit Support Amount requirements, (ii) if the Qualified Institution that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide a substitute Letter of Credit at least twenty (20) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (iii) if a Qualified Institution issuing a Letter of Credit shall fail to honor the Secured Party’s properly documented request to draw on an outstanding Letter of Credit, provide for the benefit of the Secured Party, (x) a substitute Letter of Credit, that is issued by a Qualified Institution acceptable to the Secured Party, other than the Qualified Institution failing to honor the outstanding Letter of Credit, or (y) Eligible Collateral, in each case within one (1) Business Day after the Pledgor receives notice of such failure; provided that, at the time the Pledgor is required to perform in accordance with (i), (ii), or (iii) above, the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount. (2) As one method of providing Eligible Credit Support, the Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (3) (i) A Letter of Credit shall provide that the Secured Party may draw upon the Letter of Credit in an amount (up to the face amount for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledgor but have not been paid to the Secured Party within the time allowed for such payments under this PPA Confirmation Letter (including any related notice or grace period or both). A Letter of Credit shall provide that a drawing be made on the Letter of Credit upon submission to the Qualified Institution issuing the Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (ii) If the Pledgor shall fail to renew, substitute, or sufficiently increase the amount of an outstanding Letter of Credit (as the case may be), or establish one or more additional Letters of Credit, or otherwise provide sufficient Eligible Credit Support and if the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount as a result of such failure, then the Secured Party may draw on the entire, undrawn portion of any outstanding Letter of Credit upon submission to the Qualified Institution issuing such Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (4) If a party’s Credit Support Provider shall furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such Credit Support Provider be reduced by the amount of any Letter of Credit established by such party (but only for such time as such party’s Letter of Credit shall be in effect). If a party shall be required to furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such party be reduced by the amount of any Letter of Credit established by such party’s Credit Support Provider (but only for such time as such Credit Support Provider’s Letter of Credit shall be in effect). (5) Upon the occurrence of a Letter of Credit Default, the Pledgor agrees to deliver a substitute Letter of Credit or other Eligible Credit Support to the Secured Party in an amount at least equal to that of the Letter of Credit to be replaced on or before the second (2nd) Local Business Day after written demand by the Secured Party (or the third (3rd) Local Business Day if only clause (i) under the definition of Letter of Credit Default applies). (6) Notwithstanding Paragraph 10, in all cases, the costs and expenses (including but not limited to the reasonable costs, expenses, and external attorneys’ fees of the Secured Party) of establishing, renewing, substituting, canceling, increasing, and reducing the amount of (as the case may be) one or more Letters of Credit shall be borne by the Pledgor.

Letter of Credit Provisions. Other Eligible Support and Other Posted Support provided in the form of a Any Letter of Credit delivered under this Agreement shall be subject to the following provisions: (1a) Unless otherwise agreed in writing by the parties, each Letter of Credit shall be provided in accordance with the provisions of this Annex, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledgor Supplier shall (i) renew or replace or cause the renewal or replacement of each outstanding Letter of Credit prior to the expiration date of on a timely basis as provided in the relevant Letter of Credit being renewed or replaced in order to maintain the then-applicable Credit Support Amount requirementsCredit, (ii) if the Qualified Institution financial institution that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide a substitute Letter of Credit or other equivalent form of security satisfactory to the Buyer at least twenty ten (2010) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (iii) if a Qualified Institution financial institution issuing a Letter of Credit shall fail fails to honor honour the Secured PartyBuyer’s properly documented request to draw on an outstanding Letter of Credit (other than a failure to honour as a result of a request to draw that does not conform to the requirements of such Letter of Credit), provide for the benefit of the Secured Party, Buyer (xA) a substitute Letter of Credit, Credit that is issued by a Qualified Institution acceptable another financial institution, or (B) other security satisfactory to the Secured Party, other than the Qualified Institution failing Buyer in an amount equal to honor the such outstanding Letter of Credit, or (y) Eligible Collateral, in each either case within one five (15) Business Day Days after the Pledgor Supplier receives notice of such failure; provided that, at the time the Pledgor is required to perform in accordance with (i), (ii), or (iii) above, the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount.refusal.‌ (2) As one method of providing Eligible Credit Support, the Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (ib) A Letter of Credit shall provide that the Secured Party Buyer may draw upon the Letter of Credit in an amount (up to the face amount or part thereof remaining available to be drawn thereunder for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledgor Supplier but that have not been paid to the Secured Party Buyer within the time allowed for such payments under this PPA Agreement (including any related notice or grace period or both). A Letter of Credit shall provide that a drawing may be made on the Letter of Credit upon submission to the Qualified Institution financial institution issuing the Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party Buyer in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to location where the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Partydrawing may be made must be Toronto, Ontario. (iic) If the Pledgor Supplier shall fail to renew, substitute, or sufficiently increase the amount of an outstanding Letter of Credit (as the case may be), or establish one or more more‌ additional Letters of Credit or other equivalent form of security satisfactory to the Buyer when required hereunder, then without limiting any other remedies the Buyer may have under this Agreement, the Buyer (i) may draw on the undrawn portion of any outstanding Letter of Credit and retain for its own account, as liquidated damages and not as a penalty, the amount equal to one (1%) percent of the face value of such outstanding Letter of Credit and/or (ii) prior to the expiry of such Letter of Credit, or otherwise provide sufficient Eligible Credit Support and if the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount as a result of such failure, then the Secured Party may draw on the entire, undrawn portion of any outstanding Letter of Credit Credit, upon submission to the Qualified Institution financial institution issuing such Letter of Credit of one or more certificates a certificate specifying the amounts due and entire amount of the Letter of Credit is owing to the Secured Party Buyer in accordance with the specific requirements of the Letter of Credit. Any amount then due and owing to the Buyer shall be received by the Buyer as liquidated damages and not as a penalty. If the amounts then due and owing are less than the amount drawn under such Letter of Credit, then such excess amount shall be held as Completion and Performance Security. The Pledgor Supplier shall remain liable for any amounts due and owing to the Secured Party Buyer and remaining unpaid after the application of the amounts so drawn by the Secured Party. (4) If a party’s Credit Support Provider shall furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such Credit Support Provider be reduced by the amount of any Letter of Credit established by such party (but only for such time as such party’s Letter of Credit shall be in effect)Buyer. If the Supplier subsequently delivers a party shall be required to furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such party be reduced by the amount of any Letter of Credit established by such party’s Credit Support Provider (but only for such time as such Credit Support Provider’s Letter of Credit shall be in effect). (5) Upon the occurrence of a Letter of Credit Default, the Pledgor agrees to deliver a substitute Letter of Credit or other Eligible Credit Support security or other collateral permitted pursuant hereto, in each case satisfactory to the Secured Party Buyer in an amount at least equal its sole and absolute discretion as to that of the Letter of Credit to be replaced on or before the second (2nd) Local Business Day after written demand form, substance and amount, then upon acceptance by the Secured Party (or Buyer thereof, the third (3rd) Local Business Day if only clause (i) under Buyer shall remit to the definition of Letter of Credit Default appliesSupplier all amounts held by the Buyer as Completion and Performance Security pursuant to this Section 6.3(c). (6d) Notwithstanding Paragraph 10, in all cases, the The costs and expenses (including but not limited to the reasonable costs, expenses, and external attorneys’ fees of the Secured Party) of establishing, renewing, substituting, cancelingcancelling, increasing, increasing and reducing the amount of (as the case may be) one or more Letters of Credit shall be borne by the PledgorSupplier. (e) The Buyer shall return a Letter of Credit held by the Buyer to the Supplier, if the Supplier is substituting a Letter of Credit of a greater or lesser amount pursuant to Section 6.3(a), within five (5) Business Days from the Buyer’s receipt of such substituted Letter of Credit.

Letter of Credit Provisions. Other Eligible Support and Other Posted Support provided in the form of a ‌ Any Letter of Credit delivered hereunder shall be subject to the following provisions: (1a) Unless otherwise agreed in writing by the parties, each Letter of Credit shall be provided in accordance with the provisions of this Annex, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledgor Supplier shall (i) renew or replace or cause the renewal or replacement of each outstanding Letter of Credit prior to the expiration date of on a timely basis as provided in the relevant Letter of Credit being renewed or replaced in order to maintain the then-applicable Credit Support Amount requirementsCredit, (ii) if the Qualified Institution financial institution that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide a substitute Letter of Credit or other equivalent form of surety instrument satisfactory to the Buyer at least twenty ten (2010) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (iii) if a Qualified Institution financial institution issuing a Letter of Credit shall fail fails to honor honour the Secured PartyBuyer’s properly documented request to draw on an outstanding Letter of Credit (other than a failure to honour as a result of a request to draw that does not conform to the requirements of such Letter of Credit), provide for the benefit of the Secured Party, Buyer (xA) a substitute Letter of Credit, Credit that is issued by a Qualified Institution acceptable another financial institution, or (B) other surety instrument satisfactory to the Secured Party, other than the Qualified Institution failing Buyer in an amount equal to honor the such outstanding Letter of Credit, or (y) Eligible Collateral, in each either case within one five (15) Business Day Days after the Pledgor Supplier receives notice of such failure; provided that, at the time the Pledgor is required to perform in accordance with (i), (ii), or (iii) above, the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount.refusal.‌ (2) As one method of providing Eligible Credit Support, the Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (ib) A Letter of Credit shall provide that the Secured Party Buyer may draw upon the Letter of Credit in an amount (up to the face amount or part thereof remaining available to be drawn thereunder for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledgor Supplier but that have not been paid to the Secured Party Buyer within the time allowed for such payments under this PPA Agreement (including any related notice or grace period or both). A Letter of Credit shall provide that a drawing may be made on the Letter of Credit upon submission to the Qualified Institution financial institution issuing the Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party Buyer in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (iic) If the Pledgor Supplier shall fail to renew, substitute, substitute or sufficiently increase the amount of an outstanding Letter of Credit (as the case may be), or establish one or more additional Letters of Credit or other equivalent form of surety instrument satisfactory to the Buyer when required hereunder, then without limiting any other remedies the Buyer may have under this Agreement, the Buyer (i) may draw on the undrawn portion of any outstanding Letter of Credit and retain for its own account as liquidated damages and not as a penalty, the amount equal to one (1%) percent of the face value of such outstanding Letter of Credit and/or (ii) prior to the expiry of such Letter of Credit, or otherwise provide sufficient Eligible Credit Support and if the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount as a result of such failure, then the Secured Party may draw on the entire, undrawn portion of any outstanding Letter of Credit Credit, upon submission to the Qualified Institution financial institution issuing such Letter of Credit of one or more certificates a certificate specifying the amounts due and entire amount of the Letter of Credit is owing to the Secured Party Buyer in accordance with the specific requirements of the Letter of Credit. Any amount then due and owing to the Buyer shall be received by the Buyer as liquidated damages and not as a penalty. If the amounts then due and owing are less than the amount drawn under such Letter of Credit, then such excess amount shall be held as Performance Security. The Pledgor Supplier shall remain liable for any amounts due and owing to the Secured Party Buyer and remaining unpaid after the application of the amounts so drawn by the Secured Party. (4) If a party’s Credit Support Provider shall furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such Credit Support Provider be reduced by the amount of any Letter of Credit established by such party (but only for such time as such party’s Letter of Credit shall be in effect)Buyer. If the Supplier subsequently delivers a party shall be required to furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such party be reduced by the amount of any Letter of Credit established by such party’s Credit Support Provider (but only for such time as such Credit Support Provider’s Letter of Credit shall be in effect). (5) Upon the occurrence of a Letter of Credit Default, the Pledgor agrees to deliver a substitute Letter of Credit or other Eligible Credit Support surety instrument or other collateral permitted pursuant hereto, in each case satisfactory to the Secured Party Buyer in an amount at least equal its sole and absolute discretion as to that of the Letter of Credit to be replaced on or before the second (2nd) Local Business Day after written demand form, substance and amount, then upon acceptance by the Secured Party (or Buyer‌ thereof, the third (3rd) Local Business Day if only clause (i) under Buyer shall remit to the definition of Letter of Credit Default appliesSupplier all amounts held by the Buyer as Performance Security pursuant to this Section 6.3(c). (6d) Notwithstanding Paragraph 10, in all cases, the The costs and expenses (including but not limited to the reasonable costs, expenses, and external attorneys’ fees of the Secured Party) of establishing, renewing, substituting, cancelingcancelling, increasing, increasing and reducing the amount of (as the case may be) one or more Letters of Credit shall be borne by the PledgorSupplier. (e) The Buyer shall return a Letter of Credit held by the Buyer to the Supplier, if the Supplier is substituting a Letter of Credit of a greater or lesser amount pursuant to Section 6.3(a), within five (5) Business Days from the Buyer’s receipt of such substituted Letter of Credit.

Letter of Credit Provisions. Other Eligible Support and Other Posted Support provided in the form of a Letter of Credit shall be is subject to the following provisions: (1A) Unless otherwise agreed in writing by the parties, each Letter of Credit shall must be provided in accordance with the provisions of this Annex, Annex and each Letter of Credit shall be maintained for the benefit of the Secured Party. The With respect to each Letter of Credit Transferred to the Secured Party, the Pledgor shall either (ix) renew or replace or cause the renewal or replacement of each outstanding the Letter of Credit at least thirty (30) calendar days prior to the expiration date of the relevant such Letter of Credit being renewed Creditor (y) within two (2) Local Business Days following its determination that it will not renew or replaced in order to maintain cause the then-applicable Credit Support Amount requirementsrenewal of the outstanding Letter of Credit, notify the Secured Party of such determination. (iiB) if In the Qualified Institution event that the bank that issued an outstanding Letter of Credit has indicated its intent indicates that it will not renew the Letter of Credit (or provide a substitute Letter of Credit) at least thirty (30) calendar days prior to renew the expiration of such Letter of Credit, the Pledgor shall within two (2) Local Business Days after obtaining knowledge of such intent provide notice thereof to the Secured Party. (C) Except in connection with a Letter of Credit Default, if a Delivery Amount in excess of the Pledgor’s Minimum Transfer Amount would be created by the change in Value of an outstanding Letter of Credit that resulted DBl/ 97256732.2 ISDA®1994 from a reduction in the Valuation Percentage applicable to the Letter of Credit, the Pledgor shall at least thirty (30) calendar days prior to the expiration of such Letter of Credit Transfer to the Secured Party Eligible Credit Support in an amount at least equal to the Delivery Amount. (D) Upon the occurrence of a Letter of Credit Default, the Pledgor shall Transfer to the Secured Party a substitute Letter of Credit or other Eligible Credit Support in an amount at least twenty equal to the greater of (20x) Local Business Days the Value of the affected Letter(s) of Credit immediately prior to the expiration occurrence of the outstanding Letter of Credit, Credit Default and (iiiy) if a Qualified Institution issuing the Delivery Amount applicable following the change in Value of the affected Letter(s) of Credit resulting from the Letter of Credit Default. The Pledgor shall make such Transfer on or before, (x) the first (1st) Business Day in the case of a Letter of Credit shall fail to honor the Secured Party’s properly documented request to draw on an outstanding Letter of Credit, provide for the benefit Default of the Secured Party, (x) a substitute Letter of Credit, that is issued by a Qualified Institution acceptable to the Secured Party, other than the Qualified Institution failing to honor the outstanding Letter of Credit, or (y) Eligible Collateral, type described in each case within one (1) Business Day after the Pledgor receives notice of such failure; provided that, at the time the Pledgor is required to perform in accordance with (i), clause (ii), (iii), (iv) or (iiiv) aboveof the definition thereof and (y) the third (3rd) Business Day in the case of a Letter of Credit Default of the type described in clause (i) thereof, following the Delivery Amount applicable earlier to the Pledgor equals or exceeds occur of the Pledgor’s Minimum Transfer Amountdiscovery of such Letter of Credit Default and written demand by the Secured Party. (2E) As one method of providing Eligible Credit Support, the Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (iF) A Each Letter of Credit shall must provide that the Secured Party may may, and the Secured Party has the right to, in the following situations and upon presentation to the issuer of the Letter of Credit of the certificates or other documentation required by the terms of the Letter of Credit, draw upon the Letter of Credit in an amount (up to the face entire amount for which the Letter available to be drawn thereunder: (1) An Event of Credit Default or Specified Condition has been issued) that occurred and is equal continuing with respect to all amounts that are due and owing from the Pledgor but have not been paid under this Agreement or an event of default (however defined or described) has occurred and is continuing with respect to the Pledgor under any other agreement between the Pledgor and the Secured Party within the time allowed for such payments under this PPA Party. (including any related notice 2) An Early Termination Date has occurred or grace period been designated as a result of a Termination Event or both). A Letter Event of Credit shall provide that a drawing Default and an early termination amount is or would be made on the Letter of Credit upon submission to the Qualified Institution issuing the Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with on account of the specific requirements termination of the applicable Transaction(s). (3) Thirty (30) or fewer calendar days remain until the expiration date of the Letter of Credit. The Pledgor shall remain liable for any amounts due Credit and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (ii) If the Pledgor shall fail has failed to renew, substitute, or sufficiently increase the amount of an outstanding Letter of Credit (as the case may be), or establish one or more additional Letters of Credit, or otherwise provide Transfer sufficient Eligible Credit Support to the Secured Party and if the Delivery DBl/ 97256732.2 ISDA®1994 Amount applicable to the Pledgor as a result of such failure equals or exceeds the Pledgor’s Minimum Transfer Amount as a result of such failure, then the Secured Party may draw on the entire, undrawn portion of any outstanding Letter of Credit upon submission to the Qualified Institution issuing such Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured PartyAmount. (4G) If a party’s Credit Support Provider shall furnish furnishes a Letter of Credit hereunder, the amount otherwise required available to be drawn under such the Letter of Credit may at the option of such its Credit Support Provider be reduced by the amount Value of any Letter of Credit established Transferred by such party (but only for such time as such the party’s Letter of Credit shall be in effect). If In the event a party shall be required to furnish furnishes a Letter of Credit hereunder, the amount otherwise required available to be drawn under such the Letter of Credit may at the option of such the party be reduced by the amount Value of any Letter of Credit established Transferred by such the party’s Credit Support Provider (but only for such time as such Credit Support Provider’s Letter of Credit shall be in effect). (5) Upon the occurrence of a Letter of Credit Default, the Pledgor agrees to deliver a substitute Letter of Credit or other Eligible Credit Support to the Secured Party in an amount at least equal to that of the Letter of Credit to be replaced on or before the second (2nd) Local Business Day after written demand by the Secured Party (or the third (3rd) Local Business Day if only clause (i) under the definition of Letter of Credit Default applies). (6H) Notwithstanding Paragraph 1010 of this Annex, in all cases, the Pledgor shall bear the costs and expenses (including but not limited to the reasonable costs, expenses, and external attorneys’ fees of the Secured Party) of establishing, renewing, substituting, canceling, increasing, and reducing the amount of (as the case may be) one or more Letters of Credit. (I) Upon the occurrence of a Letter of Credit Default of the type described in clauses (ii), (iii) or (v) of the definition thereof with respect to an issuer of a Letter of Credit, such issuer shall cease to be borne a Qualified Institution for purposes of the definition of the term “Letter of Credit” unless approved as such by the Pledgorparty for whose benefit a letter of credit is to be issued.

Letter of Credit Provisions. Other Eligible Support and Other Posted Support provided in the form of a Any Letter of Credit delivered hereunder shall be subject to the following provisions: (1a) Unless otherwise agreed in writing by the parties, each Letter of Credit shall be provided in accordance with the provisions of this Annex, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledgor Supplier shall (i) renew or replace or cause the renewal or replacement of each outstanding Letter of Credit prior to the expiration date of on a timely basis as provided in the relevant Letter of Credit being renewed or replaced in order to maintain the then-applicable Credit Support Amount requirementsCredit, (ii) if the Qualified Institution financial institution that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide a substitute Letter of Credit or other equivalent form of security satisfactory to the Sponsor at least twenty ten (2010) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (iii) if a Qualified Institution financial institution issuing a Letter of Credit shall fail fails to honor honour the Secured PartySponsor’s properly documented request to draw on an outstanding Letter of Credit (other than a failure to honour as a result of a request to draw that does not conform to the requirements of such Letter of Credit), provide for the benefit of the Secured Party, Sponsor (xA) a substitute Letter of Credit, Credit that is issued by a Qualified Institution acceptable another financial institution, or (B) other security satisfactory to the Secured Party, other than the Qualified Institution failing Sponsor in an amount equal to honor the such outstanding Letter of Credit, or (y) Eligible Collateral, in each either case within one five (15) Business Day Days after the Pledgor Supplier receives notice of such failure; provided that, at the time the Pledgor is required to perform in accordance with (i), (ii), or (iii) above, the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amountrefusal. (2) As one method of providing Eligible Credit Support, the Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (ib) A Letter of Credit shall provide that the Secured Party Sponsor may draw upon the Letter of Credit in an amount (up to the face amount or part thereof remaining available to be drawn thereunder for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledgor Supplier but that have not been paid to the Secured Party Sponsor within the time allowed for such payments under this PPA Agreement (including any related notice or grace period or both). A Letter of Credit shall provide that a drawing may be made on the Letter of Credit upon submission to the Qualified Institution financial institution issuing the Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party Sponsor in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to location where the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Partydrawing may be made must be Xxxxxxx, Xxxxxxx. (iic) If the Pledgor Supplier shall fail to renew, substitute, or sufficiently increase the amount of an outstanding Letter of Credit (as the case may be), or establish one or more additional Letters of Credit or other equivalent form of security satisfactory to the Sponsor when required hereunder, then without limiting other remedies the Sponsor may have under this Agreement, the Sponsor (i) may draw on the undrawn portion of any outstanding Letter of Credit and retain for its own account, as liquidated damages and not as a penalty, the amount equal to one (1%) percent of the face value of such outstanding Letter of Credit and/or (ii) prior to the expiry of such Letter of Credit, or otherwise provide sufficient Eligible Credit Support and if the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount as a result of such failure, then the Secured Party may draw on the entire, undrawn portion of any outstanding Letter of Credit Credit, upon submission to the Qualified Institution financial institution issuing such Letter of Credit of one or more certificates a certificate specifying the amounts due and entire amount of the Letter of Credit is owing to the Secured Party Sponsor in accordance with the specific requirements of the Letter of Credit. Any amount then due and owing to the Sponsor shall be received by the Sponsor as liquidated damages and not as a penalty. If the amounts then due and owing are less than the amount drawn under such Letter of Credit, then such excess amount shall be held as Completion and Performance Security. The Pledgor Supplier shall remain liable for any amounts due and owing to the Secured Party Sponsor and remaining unpaid after the application of the amounts so drawn by the Secured Party. (4) If a party’s Credit Support Provider shall furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such Credit Support Provider be reduced by the amount of any Letter of Credit established by such party (but only for such time as such party’s Letter of Credit shall be in effect)Sponsor. If the Supplier subsequently delivers a party shall be required to furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such party be reduced by the amount of any Letter of Credit established by such party’s Credit Support Provider (but only for such time as such Credit Support Provider’s Letter of Credit shall be in effect). (5) Upon the occurrence of a Letter of Credit Default, the Pledgor agrees to deliver a substitute Letter of Credit or other Eligible Credit Support security or other collateral permitted pursuant hereto, in each case satisfactory to the Secured Party Sponsor in an amount at least equal its sole and absolute discretion as to that of the Letter of Credit to be replaced on or before the second (2nd) Local Business Day after written demand form, substance and amount, then upon acceptance by the Secured Party (or Sponsor thereof, the third (3rd) Local Business Day if only clause (i) under Sponsor shall remit to the definition of Letter of Credit Default appliesSupplier all amounts held by the Sponsor as Completion and Performance Security pursuant to this Section 6.3(c). (6d) Notwithstanding Paragraph 10, in all cases, the The costs and expenses (including but not limited to the reasonable costs, expenses, and external attorneys’ fees of the Secured Party) of establishing, renewing, substituting, cancelingcancelling, increasing, increasing and reducing the amount of (as the case may be) one or more Letters of Credit shall be borne by the PledgorSupplier. (e) The Sponsor shall return a Letter of Credit held by the Sponsor to the Supplier, if the Supplier is substituting a Letter of Credit of a greater or lesser amount pursuant to Section 6.3(a), within five (5) Business Days from the Sponsor’s receipt of such substituted Letter of Credit.

Letter of Credit Provisions. Other Eligible Support and Other Posted Support provided in the form of a Letter of Credit shall be subject to the following provisions: (1) Unless otherwise agreed in writing by the parties, each Letter of Credit shall be provided in accordance with the provisions of this Annex, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledgor shall (i) renew or replace or cause the renewal or replacement of each outstanding Letter of Credit prior to the expiration date of on a timely basis as provided in the relevant Letter of Credit being renewed or replaced in order to maintain the then-applicable Credit Support Amount requirementsCredit, (ii) if the Qualified Institution bank that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide a substitute Letter of Credit at least twenty (20) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (iii) if a Qualified Institution bank issuing a Letter of Credit shall fail to honor honour the Secured Party’s properly documented request to draw on an outstanding Letter of Credit, provide for the benefit of the Secured Party, Party (x) a substitute Letter of Credit, that is has been issued by a Qualified Institution bank rated at least A+ by S & P or A1 by Moody’s and acceptable to the Secured Party, other than the Qualified Institution bank failing to honor honour the outstanding Letter of Credit, or (y) Eligible Collateral, in each case within one (1) Business Day after the Pledgor receives notice of such failure; provided that, at the time the Pledgor is required Pledgor’s failure to perform in accordance with (i), ) or (ii), ) or the issuing bank’s failure to perform with respect to (iii) above, provided the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount. (2) As one method of providing Eligible Credit Support, the Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (i3) A If the Pledgor shall fail to renew, substitute or sufficiently increase the amount of an outstanding Letter of Credit, or establish one or more additional Letters of Credit, or otherwise provide sufficient Eligible Credit shall provide that Support and, if the Delivery Amount applicable to the Pledgor exceeds the Pledgor’s Minimum Transfer Amount as a result of such failure, then the Secured Party may draw upon the Letter of Credit on demand in an amount (up to the face amount for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledgor but have not been paid to the Secured Party within the time frame allowed for such payments under this PPA Agreement (including any related notice or grace period or both). A Letter of Credit The Secured Party shall provide that a drawing be made on draw upon the Letter of Credit upon submission to the Qualified Institution issuing the Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (ii) If the Pledgor shall fail to renew, substitute, or sufficiently increase the amount of an outstanding Letter of Credit (as the case may be), or establish one or more additional Letters of Credit, or otherwise provide sufficient Eligible Credit Support and if the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount as a result of such failure, then the Secured Party may draw on the entire, undrawn portion of any outstanding Letter of Credit upon submission to the Qualified Institution issuing such Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (4) If a party’s Credit Support Provider shall furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such Credit Support Provider be reduced by the amount of any Letter of Credit established by such party (but only for such time as such party’s Letter of Credit shall be in effect). If a party shall be required to furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such party be reduced by the amount of any Letter of Credit established by such party’s Credit Support Provider (but only for such time as such Credit Support Provider’s Letter of Credit shall be in effect). (5) Upon the occurrence of a Letter of Credit Default, the Pledgor agrees to deliver a substitute Letter of Credit or other Eligible Credit Support to the Secured Party in an amount at least equal to that of the Letter of Credit to be replaced replaced, or other Eligible Collateral in an amount equal to or greater than the Delivery Amount on or before the second first (2nd1st) Local Business Day after written demand by the Secured Party (or the third (3rd) Local Business Day if only clause (i) under the definition of Letter of Credit Default applies). (65) Notwithstanding Paragraph 10, in all cases, the costs and expenses (including but not limited to the reasonable costs, expenses, expenses and external attorneys’ attorney’s fees of the Secured Party) of establishing, renewing, substituting, cancelingcancelling, increasing, increasing and reducing the amount of (as the case may be) one or more Letters of Credit or otherwise providing Eligible Credit Support shall be borne by the Pledgor.

Letter of Credit Provisions. Other Eligible Support and Other Posted Support provided in the form of a Letter of Credit (as defined in Paragraph 13(k) hereof) shall be subject to the following provisions: (1) Unless otherwise agreed in writing by the parties, each Letter of Credit shall be provided in accordance with the provisions of this Annex, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledgor shall (i) renew or replace or cause the renewal or replacement of each outstanding Letter of Credit prior to the expiration date of the relevant Letter of Credit being renewed or replaced in order to maintain the then-applicable Credit Support Amount requirements, (ii) if the Qualified Institution that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide a substitute Letter of Credit at least twenty (20) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (iii) if a Qualified Institution issuing a Letter of Credit shall fail to honor the Secured Party’s properly documented request to draw on an outstanding Letter of Credit, provide for the benefit of the Secured Party, (x) a substitute Letter of Credit, that is issued by a Qualified Institution acceptable to the Secured Party, other than the Qualified Institution failing to honor the outstanding Letter of Credit, or (y) Eligible Collateral, in each case within one (1) Business Day after the Pledgor receives notice of such failure; provided that, at the time the Pledgor is required to perform in accordance with (i), (ii), or (iii) above, the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount. (2) As one method of providing Eligible Credit Support, the Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (i) A Letter of Credit shall provide that the Secured Party a drawing may draw upon be made on the Letter of Credit in an amount (up to the face amount for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledgor but have not been paid to the Secured Party within the time allowed for such payments under this PPA Agreement (including any related notice or grace period or both). A Letter of Credit shall provide that a drawing may be made on the Letter of Credit in this instance upon submission to the Qualified Institution bank issuing the Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (ii2) If the Pledgor shall fail to renew, substitute, or sufficiently increase the amount of an outstanding A Letter of Credit (as the case shall also provide that a drawing may be), or establish one or more additional Letters be made of Credit, or otherwise provide sufficient Eligible Credit Support and if the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount as a result of such failure, then the Secured Party may draw on the entire, undrawn portion of any such Letter of Credit if the Pledgor shall fail to renew or cause the renewal of each outstanding Letter of Credit at least ten (10) Business Days prior to the expiration of the relevant Letter of Credit. A drawing may be made on the Letter of Credit in this instance upon submission to the Qualified Institution bank issuing such Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party that such failure has occurred in accordance with the specific requirements of the Letter of Credit. The Pledgor cash proceeds from any such draw on a Letter of Credit shall remain liable for any amounts due and owing to be held by the Secured Party and remaining unpaid after as Eligible Collateral under this Annex. Notwithstanding the application of the amounts so drawn by foregoing, the Secured PartyParty shall not be entitled to make such a drawing unless the Delivery Amount applicable to the Pledgor at such time equals or exceeds the Pledgor's Minimum Transfer Amount. (3) As one method of providing Eligible Credit Support, the Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (4) If a party’s 's Credit Support Provider shall furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such Credit Support Provider be reduced by the amount of any Letter of Credit established by such party (but only for such time as such party’s 's Letter of Credit shall be in effect). If In the event a party shall be required to furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such party be reduced by the amount of any Letter of Credit established by such party’s 's Credit Support Provider (but only for such time as such Credit Support Provider’s 's Letter of Credit shall be in effect). (5) Upon the occurrence of a Letter of Credit Default, the Pledgor agrees to deliver a substitute Letter of Credit or other Eligible Credit Support to the Secured Party in an amount at least equal to that of the Letter of Credit to be replaced on or before the second first (2nd1st) Local Business Day after written demand by the Secured Party (or the third fifth (3rd5th) Local Business Day if only clause (i) under the definition of Letter of Credit Default applies). (6) Notwithstanding Paragraph 10, in all cases, the costs and expenses (including but not limited to the reasonable costs, expenses, and external attorneys’ ' fees of the Secured Party) of establishing, renewing, substituting, canceling, increasing, increasing and reducing the amount of (as the case may be) one or more Letters of Credit shall be borne by the Pledgor. (7) Section 7 (i) of the Credit Support Annex is hereby amended to delete the words “Eligible Collateral, Posted Collateral” and replace them with the words “Eligible Credit Support, Posted Credit Support”. (8) For purposes of Paragraph 8(a)(ii), the Secured Party may draw on any outstanding Letter of Credit (Other Posted Support) in an amount equal to any amounts payable by the Pledgor with respect to any Obligations. (9) For purposes of Paragraph 8(b)(ii), the Secured Party will be obligated immediately to Transfer any Letter of Credit to the Pledgor. To the extent that the Letter of Credit is not so Transferred to the Pledgor, the Pledgor may do any one or more of the following: (x)(i) Set-off any amounts payable by the Pledgor with respect to any Obligations against any such Letter of Credit held by the Secured Party, and (ii) to the extent its rights to Set-off are not exercised, withhold payment of any remaining amounts payable by the Pledgor with respect to any Obligations, up to the Value of any remaining Posted Collateral and the Value of any Letter of Credit held by the Secured Party, until any such Posted Collateral and such Letter of Credit is Transferred to the Pledgor; and (y) exercise rights and remedies available to the Pledgor under the terms of the Letter of Credit.

Letter of Credit Provisions. Other Eligible Support and Other Posted Support provided in the form of a Letter of Credit shall be subject to the following provisions: (1) Unless otherwise agreed in writing by the parties, each Letter of Credit shall be provided in accordance with the provisions of this AnnexAgreement, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledgor shall (i) renew or replace or cause the renewal or replacement of each outstanding Letter of Credit prior to the expiration date of on a timely basis as provided in the relevant Letter of Credit being renewed or replaced in order to maintain the then-applicable Credit Support Amount requirementsCredit, (ii) if the Qualified Institution bank that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide a substitute Letter of Credit at least twenty ten (2010) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (iii) if a Qualified Institution bank issuing a Letter of Credit shall fail to honor the Secured Party’s properly documented request to draw on an outstanding Letter of Credit, provide for the benefit of the Secured Party, (x) a substitute Letter of Credit, that is issued by a Qualified Institution bank acceptable to the Secured Party, other than the Qualified Institution bank failing to honor the outstanding Letter of Credit, or (y) Eligible Collateral, in each case within one (1) Business Day after the Pledgor receives notice of such failure; provided that, at the time the Pledgor is required to perform in accordance with (i), (ii), or (iii) above, the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount. (2) If Letter of Credit is to expire within ten (10) Business Days, the Secured Party shall have the right to draw on such Letter of Credit and utilize the proceeds of such draw as Eligible Collateral to satisfy the Credit Support Obligations owing to it under this Annex. (3) As one method of providing Eligible Credit Support, the Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (i) A Letter of Credit shall provide that the Secured Party may draw upon the Letter of Credit in an amount (up to the face amount for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledgor but have not been paid to the Secured Party within the time allowed for such payments under this PPA (including any related notice or grace period or both). A Letter of Credit shall provide that a drawing be made on the Letter of Credit upon submission to the Qualified Institution issuing the Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (ii4) If the Pledgor shall fail to renew, substitute, or sufficiently increase the amount of an outstanding Letter of Credit (as the case may be), or establish one or more additional Letters of Credit, or otherwise provide sufficient Eligible Credit Support and if the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount as a result of such failure, then the Secured Party may draw on the entire, undrawn portion of any outstanding Letter of Credit upon submission to the Qualified Institution bank issuing such Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (45) If a party’s Credit Support Provider shall furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such Credit Support Provider be reduced by the amount of any Letter of Credit established by such party (but only for such time as such party’s Letter of Credit shall be in effect). If a party shall be required to furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such party be reduced by the amount of any Letter of Credit established by such party’s Credit Support Provider (but only for such time as such Credit Support Provider’s Letter of Credit shall be in effect). (56) Upon the occurrence of a Letter of Credit Default, the Pledgor agrees to deliver a substitute Letter of Credit or other Eligible Credit Support to the Secured Party in an amount at least equal to that of the Letter of Credit to be replaced on or before the second first (2nd1st) Local Business Day after written demand by the Secured Party (or the third fourth (3rd4th) Local Business Day if only clause (i) under the definition of Letter of Credit Default applies) and failure to do so shall constitute an Event of Default within the terms of clause 5(a)(iii) of the Master Agreement (it being understood that if the relevant Letter of Credit has been drawn and the proceeds are held by the Secured Party as Eligible Credit Support, then the Pledgor shall not be obligated to replace such Letter of Credit). (67) Notwithstanding Paragraph 10, in all cases, the costs and expenses (including but not limited to the reasonable costs, expenses, and external attorneys’ fees of the Secured Party) of establishing, renewing, substituting, canceling, increasing, and reducing the amount of (as the case may be) one or more Letters of Credit shall be borne by the Pledgor.

Letter of Credit Provisions. Other Eligible Support and Other Posted Support provided in the form of a Letter of Credit shall be subject to the following provisions: (1) Unless otherwise agreed in writing by the parties, each Letter of Credit shall be provided in accordance with the provisions of this Annex, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledgor shall shall (i) renew or replace or cause the renewal or replacement of each outstanding Letter of Credit prior to the expiration date of the relevant Letter of Credit being renewed or replaced in order to maintain the then-applicable Credit Support Amount requirements, (ii) if the Qualified Institution that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide a substitute Letter of Credit at least twenty (20) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (iii) if a Qualified Institution issuing a Letter of Credit shall fail to honor the Secured Party’s properly documented request to draw on an outstanding Letter of Credit, provide for the benefit of the Secured Party, (x) a substitute Letter of Credit, that is issued by a Qualified Institution acceptable to the Secured Party, other than the Qualified Institution failing to honor the outstanding Letter of Credit, or (y) Eligible Collateral, in each case within one (1) Business Day after the Pledgor receives notice of such failure; provided that, at the time the Pledgor is required to perform in accordance with (i), (ii), or (iii) above, the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount. (2) As one method of providing Eligible Credit Support, the Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (i) A Letter of Credit shall provide that the Secured Party may draw upon the Letter of Credit in an amount (up to the face amount for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledgor but have not been paid to the Secured Party within the time allowed for such payments under this PPA Confirmation Letter (including any related notice or grace period or both). A Letter of Credit shall provide that a drawing be made on the Letter of Credit upon submission to the Qualified Institution issuing the Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (ii) If the Pledgor shall fail to renew, substitute, or sufficiently increase the amount of an outstanding Letter of Credit (as the case may be), or establish one or more additional Letters of Credit, or otherwise provide sufficient Eligible Credit Support and if the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount as a result of such failure, then the Secured Party may draw on the entire, undrawn portion of any outstanding Letter of Credit upon submission to the Qualified Institution issuing such Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (4) If a party’s Credit Support Provider shall furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such Credit Support Provider be reduced by the amount of any Letter of Credit established by such party (but only for such time as such party’s Letter of Credit shall be in effect). If a party shall be required to furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such party be reduced by the amount of any Letter of Credit established by such party’s Credit Support Provider (but only for such time as such Credit Support Provider’s Letter of Credit shall be in effect). (5) Upon the occurrence of a Letter of Credit Default, the Pledgor agrees to deliver a substitute Letter of Credit or other Eligible Credit Support to the Secured Party in an amount at least equal to that of the Letter of Credit to be replaced on or before the second (2nd) Local Business Day after written demand by the Secured Party (or the third (3rd) Local Business Day if only clause (i) under the definition of Letter of Credit Default applies). (6) Notwithstanding Paragraph 10, in all cases, the costs and expenses (including but not limited to the reasonable costs, expenses, and external attorneys’ fees of the Secured Party) of establishing, renewing, substituting, canceling, increasing, and reducing the amount of (as the case may be) one or more Letters of Credit shall be borne by the Pledgor.

Letter of Credit Provisions. Other Eligible Support and Other Posted Support provided in the form of a (1) Any Letter of Credit delivered hereunder shall be subject to the following provisions: (1a) Unless otherwise agreed in writing by the parties, each Letter of Credit shall be provided in accordance with the provisions of this Annex, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledgor Participant shall (i) renew or replace or cause the renewal or replacement of each outstanding Letter of Credit prior to the expiration date of on a timely basis as provided in the relevant Letter of Credit being renewed or replaced in order to maintain the then-applicable Credit Support Amount requirementsCredit, (ii) if the Qualified Institution financial institution that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide a substitute Letter of Credit or other equivalent form of surety instrument satisfactory to the OPA at least twenty ten (2010) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (iii) if a Qualified Institution financial institution issuing a Letter of Credit shall fail fails to honor honour the Secured PartyOPA’s properly documented request to draw on an outstanding Letter of Credit (other than a failure to honour as a result of a request to draw that does not conform to the requirements of such Letter of Credit), provide for the benefit of the Secured Party, OPA (xA) a substitute Letter of Credit, Credit that is issued by a Qualified Institution acceptable another financial institution, or (B) other surety instrument satisfactory to the Secured Party, other than the Qualified Institution failing OPA in its sole and absolute discretion in an amount equal to honor the such outstanding Letter of Credit, or (y) Eligible Collateral, in each either case within one five (15) Business Day Days after the Pledgor Participant receives notice of such failure; provided that, at the time the Pledgor is required to perform in accordance with (i), (ii), or (iii) above, the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amountrefusal. (2) As one method of providing Eligible Credit Support, the Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (ib) A Letter of Credit shall provide that the Secured Party OPA may draw upon the Letter of Credit in an amount (up to the face amount for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledgor Participant but that have not been paid to the Secured Party OPA within the time allowed for such payments under this PPA Agreement (including any related notice or grace period or both). A Letter of Credit shall provide that a drawing may be made on the Letter of Credit upon submission to the Qualified Institution financial institution issuing the Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party OPA in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (iic) If the Pledgor Participant shall fail to renew, substitute, or sufficiently increase the amount of an outstanding Letter of Credit (as the case may be), or to establish one or more additional Letters of Credit, Credit or otherwise provide sufficient Eligible Credit Support and if the Delivery Amount applicable other equivalent form of surety instrument satisfactory to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount as a result of such failureOPA when required hereunder, then the Secured Party OPA may draw on the entire, undrawn portion of any outstanding Letter of Credit upon submission to the Qualified Institution financial institution issuing such Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party OPA in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any If the amounts due and owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (4) If a party’s Credit Support Provider shall furnish a Letter of Credit hereunder, are less than the amount otherwise required drawn under such Letter of Credit may at the option of Credit, then such Credit Support Provider be reduced by the excess amount of any Letter of Credit established by such party (but only for such time as such party’s Letter of Credit shall be in effect). If a party shall be required to furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such party be reduced by the amount of any Letter of Credit established by such party’s Credit Support Provider (but only for such time held as such Credit Support Provider’s Letter of Credit shall be in effect). (5) Upon the occurrence of a Letter of Credit Default, the Pledgor agrees to deliver a substitute Letter of Credit or other Eligible Credit Support to the Secured Party in an amount at least equal to that of the Letter of Credit to be replaced on or before the second (2nd) Local Business Day after written demand by the Secured Party (or the third (3rd) Local Business Day if only clause (i) under the definition of Letter of Credit Default applies). (6) Notwithstanding Paragraph 10, in all cases, the costs and expenses (including but not limited to the reasonable costs, expenses, and external attorneys’ fees of the Secured Party) of establishing, renewing, substituting, canceling, increasing, and reducing the amount of (as the case may be) one or more Letters of Credit shall be borne by the Pledgor.DR3

Letter of Credit Provisions. Other Eligible Support and Other Posted Support provided in the form of a ‌ Any Letter of Credit delivered hereunder shall be subject to the following provisions: (1a) Unless otherwise agreed in writing by the parties, each Letter of Credit shall be provided in accordance with the provisions of this Annex, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledgor Supplier shall (i) renew or replace or cause the renewal or replacement of each outstanding Letter of Credit prior to the expiration date of on a timely basis as provided in the relevant Letter of Credit being renewed or replaced in order to maintain the then-applicable Credit Support Amount requirementsCredit, (ii) if the Qualified Institution financial institution that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide a substitute Letter of Credit or other equivalent form of security satisfactory to the Sponsor at least twenty ten (2010) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (iii) if a Qualified Institution financial institution issuing a Letter of Credit shall fail fails to honor honour the Secured PartySponsor’s properly documented request to draw on an outstanding Letter of Credit (other than a failure to honour as a result of a request to draw that does not conform to the requirements of such Letter of Credit), provide for the benefit of the Secured Party, Sponsor (xA) a substitute Letter of Credit, Credit that is issued by a Qualified Institution acceptable another financial institution, or (B) other security satisfactory to the Secured Party, other than the Qualified Institution failing Sponsor in an amount equal to honor the such outstanding Letter of Credit, or (y) Eligible Collateral, in each either case within one ten (110) Business Day Days after the Pledgor Supplier receives notice of such failure; provided that, at the time the Pledgor is required to perform in accordance with (i), (ii), or (iii) above, the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount.refusal.‌ (2) As one method of providing Eligible Credit Support, the Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (ib) A Letter of Credit shall provide that the Secured Party Sponsor may draw upon the Letter of Credit in an amount (up to the face amount or part thereof remaining available to be drawn thereunder for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledgor Supplier but that have not been paid to the Secured Party Sponsor within the time allowed for such payments under this PPA Agreement (including any related notice or grace period or both). A Letter of Credit shall provide that a drawing may be made on the Letter of Credit upon submission to the Qualified Institution financial institution issuing the Letter of Credit of one or more certificates specifying the amounts due and owing to the Secured Party Sponsor in accordance with the specific requirements of the Letter of Credit. The Pledgor shall remain liable for any amounts due and owing to location where the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Partydrawing may be made must be Xxxxxxx, Xxxxxxx. (iic) If the Pledgor Supplier shall fail to renew, substitute, or sufficiently increase the amount of an outstanding Letter of Credit (as the case may be), or establish one or more additional Letters of Credit or other equivalent form of security satisfactory to the Sponsor when required hereunder, then without limiting other remedies the Sponsor may have under this Agreement, the Sponsor (i) may draw on the undrawn portion of any outstanding Letter of Credit and retain for its own account, as liquidated damages and not as a penalty, the amount equal to one (1%) percent of the face value of such outstanding Letter of Credit and/or (ii) prior to the expiry of‌ such Letter of Credit, or otherwise provide sufficient Eligible Credit Support and if the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor’s Minimum Transfer Amount as a result of such failure, then the Secured Party may draw on the entire, undrawn portion of any outstanding Letter of Credit Credit, upon submission to the Qualified Institution financial institution issuing such Letter of Credit of one or more certificates a certificate specifying the amounts due and entire amount of the Letter of Credit is owing to the Secured Party Sponsor in accordance with the specific requirements of the Letter of Credit. Any amount then due and owing to the Sponsor shall be received by the Sponsor as liquidated damages and not as a penalty. If the amounts then due and owing are less than the amount drawn under such Letter of Credit, then such excess amount shall be held as Completion and Performance Security. The Pledgor Supplier shall remain liable for any amounts due and owing to the Secured Party Sponsor and remaining unpaid after the application of the amounts so drawn by the Secured Party. (4) If a party’s Credit Support Provider shall furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such Credit Support Provider be reduced by the amount of any Letter of Credit established by such party (but only for such time as such party’s Letter of Credit shall be in effect)Sponsor. If the Supplier subsequently delivers a party shall be required to furnish a Letter of Credit hereunder, the amount otherwise required under such Letter of Credit may at the option of such party be reduced by the amount of any Letter of Credit established by such party’s Credit Support Provider (but only for such time as such Credit Support Provider’s Letter of Credit shall be in effect). (5) Upon the occurrence of a Letter of Credit Default, the Pledgor agrees to deliver a substitute Letter of Credit or other Eligible Credit Support security or other collateral permitted pursuant hereto, in each case satisfactory to the Secured Party Sponsor in an amount at least equal its sole and absolute discretion as to that of the Letter of Credit to be replaced on or before the second (2nd) Local Business Day after written demand form, substance and amount, then upon acceptance by the Secured Party (or Sponsor thereof, the third (3rd) Local Business Day if only clause (i) under Sponsor shall remit to the definition of Letter of Credit Default appliesSupplier all amounts held by the Sponsor as Completion and Performance Security pursuant to this Section 6.3(c). (6d) Notwithstanding Paragraph 10, in all cases, the The costs and expenses (including but not limited to the reasonable costs, expenses, and external attorneys’ fees of the Secured Party) of establishing, renewing, substituting, cancelingcancelling, increasing, increasing and reducing the amount of (as the case may be) one or more Letters of Credit shall be borne by the PledgorSupplier. (e) The Sponsor shall return a Letter of Credit held by the Sponsor to the Supplier, if the Supplier is substituting a Letter of Credit of a greater or lesser amount pursuant to Section 6.3(a), within five (5) Business Days from the Sponsor’s receipt of such substituted Letter of Credit.