Common use of Letter of Credit Clause in Contracts

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) 12.6.1. If Seller has provided a Letter of Credit pursuant to any of satisfy the applicable provisions in this Article EightCollateral Requirement, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and in accordance with this Agreement. (b) . In the event the issuer of such Letter of Credit at any time (ia) fails to maintain a Credit Rating of at least (i) an A3 by Xxxxx’x with a stable designation and at least an A- by S&P with a stable designation, if the requirements of issuer is rated by both Xxxxx’x and S&P, or (ii) an Eligible LC Bank A3 by Xxxxx’x with a stable designation or Letter of Creditan A- by S&P with a stable designation, if the issuer is rated by either Xxxxx’x or S&P but not both, (iib) indicates its intent not to renew such Letter of CreditCredit or has not renewed such Letter of Credit at least twenty-five (25) Business Days prior to its expiration, or (iiic) fails to honor BuyerXxxxx’s properly documented request to draw on such an outstanding Letter of CreditCredit by such issuer, Seller shall cure such occurrence default by complying with either (A) Section 12.6.1.1 or (B) 12.6.1.2 below in an amount equal to the outstanding Letter of CreditCollateral Requirement, and by completing the action within five three (53) Business Days after of the date applicable event (all of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below which is considered the “Cure”): (A) ): providing a substitute Letter of Credit that is issued by an Eligible LC Banka qualified bank acceptable to Buyer, other than the bank which is failing to honor the subject outstanding Letter of Buyer’s Notice to Seller in Section 8.5(b) aboveCredit, or (B) or posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements Collateral Requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such 12. If a Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action not been renewed at least twenty (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (3020) Business Days from the LC Notice prior to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Periodits scheduled expiration, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing draw on the Letter of Credit posted immediately prior to for the LC Noticefull amount of the Collateral Requirement. (d) 12.6.2. In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix VII-A) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTen, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 10.5(b)(A) or (B10.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b10.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTen. (c) Notwithstanding the foregoing in Section 8.5(b10.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b10.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b10.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix VII-A) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightEleven, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 11.5(b)(A) or (B11.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b11.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightEleven. (c) Notwithstanding the foregoing in Section 8.5(b11.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b11.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b11.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix IX) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTen, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 10.5(b)(A) or (B10.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b10.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTen. (c) Notwithstanding the foregoing in Section 8.5(b10.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b10.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b10.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix VII) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTen, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 10.5(b)(A) or (B10.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b10.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTen. (c) Notwithstanding the foregoing in Section 8.5(b10.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b10.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b10.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix XIII) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTen, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 10.5(b)(A) or (B10.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b10.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTen. (c) Notwithstanding the foregoing in Section 8.5(b10.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b10.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b10.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix IX) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTen, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 10.5(b)(A) or (B10.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b10.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTen. (c) Notwithstanding the foregoing in provisions of Section 8.5(b10.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”)) and Seller shall cause to have a Substitute Letter of Credit issued by an Eligible LC Bank in the form provided in Appendix IX. The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b10.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b10.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix VII-A) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTen, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 10.5(b)(A) or (B10.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b10.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTen. (c) Notwithstanding the foregoing in Section 8.5(b10.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b10.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b10.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, Seller shall bear the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by SellerCredit.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit (see Appendix XXIII) shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightVIII, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (ix) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (iiy) indicates its intent not to renew such Letter of Credit, or (iiiz) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsections 8.5(b)(i) or (Bii) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (Ai) or (Bii) below is considered the “Cure”): (Ai) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (Bii) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightVIII. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix VII) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightEleven, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 11.5(b)(A) or (B11.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b11.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightEleven. (c) Notwithstanding the foregoing in Section 8.5(b11.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b11.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b11.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in (a) The Buyer shall cause the form of a Letter of Credit to remain in full force and effect until the Closing. The Sellers shall be subject not draw upon, or exercise any rights with respect to, the Letter of Credit except pursuant to this Section 6.3 or Section 8.3 of this Agreement. The Sellers will return the Letter of Credit to the following provisions: Buyer at the earlier of (a) If Seller has provided the Closing and (b) 30 days after a Letter termination of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis Agreement in accordance with this AgreementArticle VIII in a situation where the Termination Fee is not payable by the Buyer. (b) In the event The Buyer agrees to cause the issuer of such Letter of Credit at any time (i) fails to maintain renew the requirements of an Eligible LC Bank or Letter of Credit, in the same form from time to time during the term of the Agreement, at least 30 days prior to the expiration of the Letter of Credit or any renewal thereof so that a Letter of Credit issued by the issuer, or a different commercial bank in the United States or Canada (iithat can be drawn on in the United States) indicates its intent not to renew such that satisfies the credit rating set forth in the definition of “Letter of Credit”, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to Sellers shall be in full force and effect through the term of this Agreement and for at least 30 days after any time that such termination of this Agreement. Notwithstanding the foregoing, if the issuer does not satisfy the renewal requirements of the previous sentence, the Sellers shall be permitted to immediately draw upon and exercise rights with respect to the Letter of Credit and retain such funds until such time as the Sellers would have been required to return the Letter of Credit to the Buyer pursuant to Section 6.3; provided, however, if following such draw by the Sellers the Buyer delivers to the Sellers a replacement Letter of Credit issued by a commercial bank in the United States or Canada (that can be drawn on in the United States) that satisfies the credit rating set forth in the definition of “Letter of Credit”, the Sellers shall promptly return such funds to the Buyer. (c) Notwithstanding the foregoing, if the credit ratings of the commercial bank that provides the Letter of Credit cease to satisfy the requirements set forth in the definition of “Letter of Credit” contained herein and the Buyer does not, within one (1) Business Day after such requirements have ceased to be satisfied, provide to the Sellers a substitute letter of credit containing substantially identical terms to the Letter of Credit from a commercial bank in the United States or Canada (that can be drawn on in the United States) that satisfies such credit rating requirements, the Sellers shall be permitted to immediately draw upon and exercise rights with respect to the Letter of Credit and retain such funds until such time as the Sellers would have been required to return the Letter of Credit to the Buyer pursuant to Section 6.3; provided, however, if following such draw by the Sellers the Buyer delivers to the Sellers a replacement Letter of Credit issued by a commercial bank in the United States or Canada (that can be drawn on in the United States) that satisfies the credit rating set forth in the definition of “Letter of Credit”, the Sellers shall promptly return such funds to the Buyer. (d) The Parties acknowledge and agree that a draw upon the Letter of Credit by the Sellers shall not be considered an admission by the Buyer that a Termination Fee is required due or payable. In the event the Sellers draw upon the Letter of Credit and a court of competent jurisdiction enters a final, nonappeable order that such Termination Fee was not due pursuant to the terms of this Agreement, then Seller the Sellers shall have failed to meet return the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior drawn funds to the LC NoticeBuyer. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x Moody’s “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) 12.6.1. If Seller has provided a Letter of Credit pursuant to any of satisfy the applicable provisions in this Article EightCollateral Requirement, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and in accordance with this Agreement. (b) . In the event the issuer of such Letter of Credit at any time (ia) fails to maintain a Credit Rating of at least (i) an A3 by Moody’s with a stable designation and at least an A- by S&P with a stable designation, if the requirements of issuer is rated by both Moody’s and S&P, or (ii) an Eligible LC Bank A3 by Moody’s with a stable designation or Letter of Creditan A- by S&P with a stable designation, if the issuer is rated by either Moody’s or S&P but not both, (iib) indicates its intent not to renew such Letter of CreditCredit or has not renewed such Letter of Credit at least twenty-five (25) Business Days prior to its expiration, or (iiic) fails to honor BuyerXxxxx’s properly documented request to draw on such an outstanding Letter of CreditCredit by such issuer, Seller shall cure such occurrence default by complying with either (A) Section 12.6.1.1 or (B) 12.6.1.2 below in an amount equal to the outstanding Letter of CreditCollateral Requirement, and by completing the action within five three (53) Business Days after of the date applicable event (all of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below which is considered the “Cure”): (A) ): providing a substitute Letter of Credit that is issued by an Eligible LC Banka qualified bank acceptable to Buyer, other than the bank which is failing to honor the subject outstanding Letter of Buyer’s Notice to Seller in Section 8.5(b) aboveCredit, or (B) or posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements Collateral Requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such 12. If a Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action not been renewed at least twenty (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (3020) Business Days from the LC Notice prior to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Periodits scheduled expiration, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing draw on the Letter of Credit posted immediately prior to for the LC Noticefull amount of the Collateral Requirement. (d) 12.6.2. In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any As promptly as practicable following receipt of the applicable provisions Contribution Amount, the Company shall establish a separate account, which shall include only the Contribution Amount, and interest thereon, and no other funds (the “Separate Account”) at Bank of America in this Article Eightthe name of the Company. No later than the first Business Day following receipt of the Contribution Amount by the Company, then Seller the Chief Financial Officer of the Company shall renew or cause certify in writing to Newco that such transfer has occurred. Newco shall be entitled to receive a statement, upon its reasonable request, of the renewal of each outstanding Letter of Credit on a timely basis amounts in accordance with this Agreementthe Separate Account. (b) In The Company shall, as applicable, (i) promptly return the event Contribution Amount to the Equity Investor to which the Contribution Amount relates (the “Contributing Investor”) (to the account designated by such Contributing Investor) or (ii) promptly notify the issuers of the Letters of Credit of the termination of such Letters of Credit upon the first to occur of (A) receipt by the issuer of such the Contributing Investor’s Letter of Credit at any time (i) fails of a written notice from the Company that the Contributing Investor has satisfied in full its obligation to maintain fund its commitment under its Equity Commitment Letter and the requirements of an Eligible LC Bank or Letter of Creditremaining Equity Investors have satisfied in full their obligations to fund their commitments under their respective Equity Commitment Letters, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal the Effective Time, (C) the termination of this Agreement pursuant to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, any provision other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b8.1(c)(i) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller (D) the latest to occur of (x) the dismissal with prejudice of all claims against Newco made by the Company during the one (1) year period following the termination of this Agreement pursuant to Section 8.1(c)(i) alleging a willful and material breach of this Agreement by Newco, (y) the dismissal with prejudice of all claims made against the Contributing Investor during the one (1) year period following the termination of this Agreement pursuant to Section 8.1(c)(i) alleging a willful and material breach of the Contributing Investor’s obligations to fund its commitment under its Equity Commitment Letter and (z) the dismissal with prejudice of all claims made against the Equity Investors (other than the Contributing Investor) during the one (1) year period following the termination of this Agreement pursuant to Section 8.1(c)(i) alleging a willful and material breach of the Equity Investors’ obligations (other than the Contributing Investor) to fund their commitments under their respective Equity Commitment Letters, (E) thirty (30) calendar days after the date on which a judgment or order in respect of all claims described in clause (D) of this sentence (or the last of such claims to remain unresolved) that has been entered by a court of competent jurisdiction (and as to which all rights of appeal therefrom or other avenues of review have been exhausted or lapsed) shall have failed become final and (F) this Agreement is terminated pursuant to meet Section 8.1(c)(i) and, during the creditworthiness one (1) year period following such termination, (x) no claims alleging a willful and material breach of this Agreement have been made against Newco and (y) no claims alleging a willful and material breach of its obligations to fund under their respective Equity Commitment Letters have been made against any Equity Sponsor. For the avoidance of doubt, a claim will be deemed to have been brought during the first year following termination of this Agreement if such claim is made in any pleading filed on or collateral requirements prior to the first anniversary of Article Eightthe termination of this Agreement or if such claim is made in any amendment, revision or modification to such pleading allowed by a court of competent jurisdiction after such date. (c) Notwithstanding In the foregoing in event that the Company is entitled to any amounts as contemplated by Section 8.5(b), if, at any time8.2(b) of this Agreement, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand Company shall be entitled to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days retain and withdraw from the LC Notice Separate Account a portion of the Contribution Amount equal to negotiate a Substitute Letter the product of Credit (“Substitute Bank Period”). (i) If the Parties do not agree amount due to a Substitute the Company and (ii) the quotient obtained by dividing (x) the original amount of the Contributing Investor’s Letter of Credit by (y) the end aggregate original amount of all of the Substitute Bank PeriodLetters of Credit, then Buyer including the Contributing Investor’s Letter of Credit. The Company shall provide Seller with Notice within five (5) Business Days following promptly return the expiration remaining portion of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees Contribution Amount to continue accepting the then currently outstanding Letter of Credit from Contributing Investor by wire transfer to the bank that is the subject account designated by such Contributing Investor when all of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) andclaims, if Seller fails to Cureany, then the last paragraph described in Section 8.5(b6.16(b) shall apply to Sellerof this Agreement have been resolved. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix X) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTen, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 10.5(b)(A) or (B10.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b10.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTen. (c) Notwithstanding the foregoing in Section 8.5(b10.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b10.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b10.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided In the event Tenant elects to post all or part of the Security Deposit required under this Lease in the form of a letter of credit, then Tenant shall deliver to Landlord (as required by Section 1.01(G) an unconditional, irrevocable, transferable, and negotiable commercial Letter of Credit (the “Letter of Credit”) in the amounts specified in Section 1.01(G) (and increased as set forth in Section 1.01(F), which Letter of Credit has been issued by Wxxxx Fargo Bank, National Association (“Wxxxx Fargo”). The Letter of Credit and any amendments thereto may be issued by Wxxxx Fargo or other United States commercial bank or savings association which is reasonably acceptable to Landlord, with at least a AA- rating as published by Standard and Poor's Corporation or at least a Aa3 rating as published by Mxxxx'x, and shall name Landlord (or its successor as Landlord) as beneficiary, and shall be substantially in the form of EXHIBIT F to this Lease. Landlord reserves the right to periodically review the financial condition of the issuing bank for any Letter of Credit and any renewal or replacement Letter of Credit and if Landlord reasonably determines that the issuing bank no longer satisfies the criteria set forth above, Landlord may require a replacement Letter of Credit in form and substance and from a United States bank reasonably acceptable to Landlord which satisfies the criteria set forth above. The Letter of Credit shall provide for partial drawings. Landlord may draw upon the Letter of Credit upon the occurrence of an Event of Default hereunder only to the extent reasonably necessary to cure such Event of Default. The Letter of Credit shall have a term of at least 12 months, and it shall by its terms be renewed automatically each year by the bank, unless the bank gives written notice to the beneficiary, at least sixty (60) days prior to the expiration date of the then existing Letter of Credit, that the bank elects that it not be renewed. If Tenant fails to provide a replacement Letter of Credit because the issuing bank no longer satisfies the criteria set forth above or if the Letter of Credit is ever not renewed and Tenant does not provide a replacement Letter of Credit prior to the date which is twenty-one (21) days prior to the expiration date, Landlord may draw on the entire amount of the Letter of Credit and will then hold the proceeds as a Security Deposit in accordance with the terms of this Lease. The Letter of Credit shall be subject to transferable and the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller proceeds assignable. Tenant shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cashreimburse Landlord for all transfer fees incurred. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such the financial institution which issued the initial Letter of Credit is required pursuant to ever declared insolvent or closed by the terms of this Agreement, then Seller shall have failed to meet the creditworthiness FDIC or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, other applicable governmental authority or is on Xxxxx’x “watch list” under review closed for downgrade or uncertain ratings action any other reason (either a “Watch”other than periodic branch closures which occur in the normal course of business), then Buyer may make a demand to Seller by Notice (“LC Notice”) to Tenant shall, within 30 days after notice from Landlord, provide a substitute Letter of Credit to Landlord from another financial institution acceptable to Landlord in its reasonable discretion and which otherwise complies with the terms of this Section 4.03. Tenant agrees and acknowledges that Tenant has no property interest whatsoever in the Letter of Credit or the proceeds of it and that, in the event Tenant becomes a debtor under the Federal Bankruptcy Code, neither Tenant, any trustee, nor Tenant's bankruptcy estate shall have any right to restrict or limit Landlord's claim or rights to the Letter of Credit or the proceeds of it by application of Section 502(b)(6) of the Federal Bankruptcy Code or otherwise. Landlord acknowledges that the Letter of Credit may be provided by, and for the account of, JL Properties, Inc. (“JL Properties”). Tenant hereby represents to Landlord that JL Properties is issued an affiliate of JL-BBNC Mezz Utah, LLC, which is an investor or lender in Tenant, and JL Properties has agreed to provide the Letter of Credit in exchange for good and sufficient consideration. Accordingly, at all times while the Letter of Credit obtained by an Eligible LC BankJL Properties remains in effect, Landlord agrees to give JL Properties copies of any notices of default given by Landlord to Tenant hereunder at the address set forth in Section 1.01(I), at the same time and in the same manner as notices of default are required to be given to Tenant hereunder. Notwithstanding the foregoing, other than the bank on a Watch (“Substitute Letter providing copies of Credit”). The Parties default notices to JL Properties, Landlord shall have thirty (30) Business Days from no obligation to JL Properties under this Lease nor shall JL Properties have any rights or claims of interest under this Lease to the LC Notice Premises of any kind and Landlord shall only be required to negotiate a Substitute deal directly with Tenant as to the obligations of Tenant to provide the Letter of Credit (“Substitute Bank Period”). (i) If hereunder. In the Parties do not agree to a Substitute Letter of Credit event that the Landlord sells the Property and/or satisfies or refinances the indebtedness covered by the end Existing Mortgage (as hereinafter defined) such that the Existing Mortgagee (or any successor of the Substitute Bank PeriodExisting Mortgagee) no longer has any collateral interest in the Property, then Buyer Landlord shall provide Seller with Notice within five cause the Existing Mortgagee (5) Business Days following the expiration or any successor of the Substitute Bank Period (“Ineligible LC Bank Notice Period”Existing Mortgagee) that either: (A) Buyer agrees to continue accepting assign the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails transfer any unapplied proceeds thereof to provide a Notice during Landlord, if Landlord is then the Ineligible LC Bank Notice Period aboveowner of the Property, or to Landlord’s successor, if Landlord has sold the Property. Notwithstanding the foregoing, if Tenant is then Seller may continue providing entitled to the return of the Letter of Credit posted immediately prior pursuant to the LC Notice. (d) In all casesterms of Sections 4.01 or 4.04 hereof, Landlord shall cause the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering Existing Mortgagee to return the Letter of Credit shall be borne and the unapplied proceeds thereof to JL Properties (or to Tenant if the Letter of Credit has been issued for the account of Tenant), and to execute and deliver all such documents and instruments as are requested or required by SellerWxxxx Fargo (or other issuing bank) in order to terminate the Letter of Credit.

Letter of Credit. Performance Assurance provided On the terms and subject to the conditions set forth herein, the Issuer agrees, in reliance upon the form agreements of the Lenders set forth in this Section 1.4, prior to the Revolving Credit Termination Date, to issue standby or, documentary Letters of Credit, in any Approved Currency, so long as: (i) Issuer shall have received a Notice of LC Credit Event at least two (2) Business Days before the relevant date of issuance; (ii) After giving effect to such issuance (A) the aggregate Letter of Credit shall be subject to Liabilities under all Letters of Credit do not exceed the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any Sublimit and (B) the Revolving Credit Outstandings, do not exceed the amount of the Commitment; (iii) no order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuer from issuing such Letter of Credit, no Law applicable provisions in this Article Eightto the Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuer shall prohibit, then Seller shall renew or cause request that the renewal Issuer refrain from, the issuance of each outstanding letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuer is not otherwise compensated hereunder) not in effect on a timely basis the date hereof, or shall impose upon the Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuer in accordance with this Agreement.good xxxxx xxxxx material to it; (biv) In the event the issuer issuance of such Letter of Credit at any time (i) fails would not violate one or more policies of the Issuer applicable to maintain letters of credit generally except as otherwise agreed by the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to Agent and the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”):Issuer; (Av) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight.not in an initial stated amount less than $100,000; (cvi) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review does not contain any provisions for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter automatic reinstatement of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”).stated amount after any drawing thereunder; and (ivii) If no default of any Lender’s obligations to fund any amounts under this Agreement exists nor is any Lender at such time a defaulting Lender hereunder, unless the Parties do not agree Issuer has entered into satisfactory arrangements with the Borrowers or such Lender to a Substitute Letter of Credit by eliminate the end of the Substitute Bank Period, then Buyer shall provide Seller Issuer’s risk with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees respect to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to SellerLender. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) 12.6.1. If Seller has provided a Letter of Credit pursuant to any of satisfy the applicable provisions in this Article EightCollateral Requirement, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and in accordance with this Agreement. (b) . In the event the issuer of such Letter of Credit at any time (ia) fails to maintain a Credit Rating of at least (i) an A3 by Xxxxx’x with a stable designation and at least an A- by S&P with a stable designation, if the requirements of issuer is rated by both Xxxxx’x and S&P, or (ii) an Eligible LC Bank A3 by Xxxxx’x with a stable designation or Letter of Creditan A- by S&P with a stable designation, if the issuer is rated by either Xxxxx’x or S&P but not both, (iib) indicates its intent not to renew such Letter of CreditCredit or has not renewed such Letter of Credit at least twenty-five (25) Business Days prior to its expiration, or (iiic) fails to honor Buyer’s Buyex’x properly documented request to draw on such an outstanding Letter of CreditCredit by such issuer, Seller shall cure such occurrence default by complying with either (A) Section 12.6.1.1 or (B) 12.6.1.2 below in an amount equal to the outstanding Letter of CreditCollateral Requirement, and by completing the action within five three (53) Business Days after of the date applicable event (all of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below which is considered the “Cure”): (A) Cure”):‌‌ providing a substitute Letter of Credit that is issued by an Eligible LC Banka qualified bank acceptable to Buyer, other than the bank which is failing to honor the subject outstanding Letter of Buyer’s Notice to Seller in Section 8.5(b) aboveCredit, or (B) or posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements Collateral Requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such 12. If a Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action not been renewed at least twenty (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (3020) Business Days from the LC Notice prior to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Periodits scheduled expiration, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing draw on the Letter of Credit posted immediately prior to for the LC Noticefull amount of the Collateral Requirement. (d) 12.6.2. In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to If there is a claim by the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller Town of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing uncured breach by Grantee of a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms material provision of this AgreementFranchise or pattern of repeated violations of any provision(s) of this Franchise, then Seller the Town may require and Grantee shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to establish and provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from receiving notice from the Town, to the Town as security for the faithful performance by Grantee of all of the provisions of this Franchise, a letter of credit from a financial institution satisfactory to the Town in the amount of twenty-five thousand dollars ($25,000.00). (B) In the event that Grantee establishes a letter of credit pursuant to the procedures of this Section, then the letter of credit shall be maintained at twenty-five thousand dollars ($25,000) until the allegations of the uncured breach have been resolved. (C) As an alternative to the provision of a Letter of Credit to the Town as set forth in Subsections 5.3 (A) and (B) above, if the Town is a member of CCUA, and if Grantee provides a Letter of Credit to CCUA in an amount agreed to between Grantee and CCUA for the benefit of its members, in order to collectively address claims reference in 5.3 (A), Grantee shall not be required to provide a separate Letter of Credit to the Town. (D) After completion of the procedures set forth in Section 13.1 or other applicable provisions of this Franchise, the letter of credit may be drawn upon by the Town for purposes including, but not limited to, the following: (1) Failure of Grantee to pay the Town sums due under the terms of this Franchise; (2) Reimbursement of costs borne by the Town to correct Franchise violations not corrected by Grantee; (3) Monetary remedies or damages assessed against Grantee due to default or breach of Franchise requirements; and, (4) Failure to comply with the Customer Service Standards of the Town, as the same may be amended from time to time by the Town Council acting by ordinance or resolution. (E) The Town shall give Grantee written notice of any withdrawal under this subsection upon such withdrawal. Within seven (7) days following receipt of such notice, Grantee shall restore the letter of credit to the amount required under this Franchise. (F) Grantee shall have the right to appeal to the Town Council for reimbursement in the event Xxxxxxx believes that the letter of credit was drawn upon improperly. Grantee shall also have the right of judicial appeal if Xxxxxxx believes the letter of credit has not been properly drawn upon in accordance with this Franchise. Any funds the Town erroneously or wrongfully withdraws from the letter of credit shall be returned to Grantee with interest, from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to withdrawal at a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior rate equal to the LC Noticeprime rate of interest as quoted in the Wall Street Journal. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and in accordance with this Agreement. (b) . In the event the issuer of such Letter of Credit at any time (ix) fails to maintain the requirements a Credit Rating of at least an Eligible LC Bank or Letter of CreditA2 by Xxxxx’x and at least an A by S&P, (iiy) indicates its intent not to renew such Letter of Credit, or (iiiz) fails to honor Buyer’s properly documented request to draw on an outstanding Letter of Credit by such issuer, Seller shall (A) provide a substitute Letter of Credit that is issued by a qualified bank acceptable to Buyer, other than the bank failing to honor the outstanding Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below post cash in each case in an amount equal to the outstanding Letter of Credit, and by completing the action Credit within five (5) Business Days after the date Buyer receives Notice of Buyer’s Notice to Seller of an occurrence listed in this subsection such refusal (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank), other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cashas applicable. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness creditworthiness/collateral requirements of Article Eight; provided however, that if the Letter of Credit permits Buyer to draw on the Letter of Credit in the event of the circumstances identified in (x) or (y) above, as applicable, and if Seller fails to Cure, Buyer shall draw upon the Letter of Credit and apply all cash proceeds received as cash collateral towards satisfaction of Seller's creditworthiness/collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (db) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, increasing reducing, or otherwise administering the Letter of Credit shall be borne by Seller. (c) If both Buyer and Seller, in their reasonable discretion, are able to mutually agree upon a form of guaranty (“Guaranty”), Seller shall be permitted to substitute such Guaranty, to be held by Buyer as Delivery Term Security, in lieu of cash or a Letter of Credit, upon satisfaction of all of the following conditions: the Guarantor must (a) be incorporated in a jurisdiction of the United States; and (b) have a Credit Rating that is not less than either BBB by S&P or Baa2 by Xxxxx'x. Buyer shall return such cash or Letter of Credit in its possession within ten (10) Business Days of Buyer’s receipt and acceptance of such Guaranty. Seller shall notify Buyer immediately of a downgrade in Guarantor’s Credit Rating below the requirements set forth above. In the event that the Guarantor ceases to meet the criteria set forth above as determined by Buyer in its sole discretion, then, within five (5) Business Days of notice from Buyer, Seller shall post Delivery Term Security in the form of cash or a Letter of Credit.

Letter of Credit. [New or Existing Facilities with a Delivery Term of less than one year: Seller to delete Section 4.4.] Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight4, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such an outstanding Letter of CreditCredit by such issuer, Seller shall cure such occurrence default by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b4.4(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight4. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided Section 3.01(c) of the Credit Agreement is hereby amended by adding a new paragraph at the end thereof to read as follows: "In addition to the foregoing, in the form event that at the time the Borrower delivers notice of a prepayment under Section 2.09(d) hereof it specifies that such prepayment is to be applied to the Covered Installments in direct order of maturity, the Borrower may also request that the Administrative Agent obtain the required funds for such prepayment by drawing under the GOF Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to such requested prepayment. In such event, the outstanding Administrative Agent shall make such drawing within five Business Days of such request, and shall apply the proceeds thereof to such prepayment. To the extent that at any time on or before May 15, 2004 the Borrower shall fail to be in compliance with Section 9.10(b), 9.10(c) or 9.10(d) hereof and, after two Business Days' notice from the Administrative Agent to the Borrower of the Administrative Agent's intent to make a drawing on the GOF Letter of Credit, there is no outstanding request from the Borrower to make a drawing pursuant to the preceding two sentences, the Borrower hereby irrevocably authorizes and by completing directs the action within five (5) Business Days after Administrative Agent to draw the date full undrawn face amount of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute GOF Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant applied to the terms Covered Installments in direct order of this Agreementmaturity as provided above (and, then Seller shall have failed for these purposes, agrees that upon such failure to meet comply, Terms Loans and cover for Term Letters of Credit, in an aggregate amount equal to the creditworthiness or collateral requirements full undrawn face amount of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute GOF Letter of Credit”). The Parties , shall have thirty (30) Business Days from be due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”Borrower). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller."

Letter of Credit. Performance Assurance provided APPLICANT hereby files, as an independent guarantee with District, for the purpose of insuring construction and installation of the Improvements and/or payment of the Fees, an IRREVOCABLE LETTER OF CREDIT, numbered , issued by , in the form amount of $ , (herein the "Proceeds"). The Letter of Credit is issued in favor of the District to the account of , APPLICANT herein, and is made a part of this Agreement as Exhibit (hereinafter the "Letter of Credit"). This Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails form acceptable to maintain the requirements of an Eligible LC Bank or Letter of CreditDistrict, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount which is equal to the outstanding Letter District Engineer's estimate of Credit, the cost of the Sewer Improvements (the "Base Amount" ) plus an additional 20% of such Base Amount for warranty and contingency purposes (the "Warranty Amount"). If (1) the Sewer Improvements are not completed as required by completing this Agreement on or before the action within five date one (51) Business Days year after the date of Buyer’s Notice to Seller of an occurrence listed this Agreement or if, (2) the Sewer Improvements are not installed strictly in this subsection (Seller’s compliance accordance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) paragraph 1 above, or (B) posting cash. If Seller fails to Cure or if such Letter a written notice of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant the deficiency has been given to the terms Developer and the Developer fails, to respond to the notice of this Agreement, then Seller shall have failed to meet deficiency within ten (10) days after the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any timenotice is sent, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer District may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing present the Letter of Credit posted immediately prior to the LC Noticeissuer and, upon release of the funds from the issuer, utilize all or a portion of the proceeds to either complete the Sewer Improvements as required herein or alter or repair the Sewer Improvements to conform to the requirements hereof, and to pay for any administrative, engineering, legal, procurement, and other services incident to completion or repair of the Sewer Improvements. (d) In A. It is expressly understood and agreed upon among the parties that this Agreement shall not relieve Developer, independent of the issuer, from the obligation to complete and fully pay for the Improvements and/or fully pay the Fees. Should Developer fail to perform its responsibilities under this Agreement in any degree, Developer agrees to compensate District for all casescosts, including Incidental Costs, related to Developer’s Failure to Perform its obligation to complete and warrant the reasonable Improvements or pay the Fees to the extent that such costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering are not adequately covered by the Letter of Credit shall be borne by SellerProceeds.

Letter of Credit. 12.1 Buyer shall deliver to FS an irrevocable payment guarantee in favor of FS in the amount set forth in the Price/Volume Table (“Letter of Credit”) that shall secure the payment obligations of Buyer out of or in connection with this Agreement. 12.2 The Letter of Credit shall be issued as of [***] by IKB Deutsche Industriebank AG or another mutually acceptable bank, containing terms and conditions of the attached Performance Assurance provided Guarantee (Appendix I) (to the extent requested by the guarantor in the form of a Letter of Credit shall be subject guarantee on first demand) or substantially the same terms reasonably acceptable to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightFS, then Seller and Buyer shall renew or cause the renewal of each outstanding such Letter of Credit on an annual basis, for the first time as of [***], such renewal to be effective on every subsequent [***], in the amounts for the respective calendar year set forth in the Price/Volume Table. [***]. 12.3 If the Buyer has not delivered a timely basis renewal Letter of Credit in accordance with this Agreement. (b) In Section 12.2 by the event [***] of any year for the issuer following period commencing on the [***], FS shall be entitled to draw down the full amount of such the Letter of Credit at any time (i) fails to maintain then in place. FS shall deposit the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying proceeds drawn in accordance with either (A) or (B) below the preceding sentence in an amount equal to escrow account until the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing Buyer has properly delivered a substitute renewal Letter of Credit that is issued by an Eligible LC Bankwithin a cure period of [***] or, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter cure period has *** CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. expired fruitless and FS serves the Buyer with notice of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms termination of this Agreement, then Seller shall until all claims of FS against the Buyer have failed to meet the creditworthiness or collateral requirements of Article Eightbeen settled, provided, however, that [***]. (c) Notwithstanding 12.4 After termination of this Agreement, FS shall return the foregoing in Section 8.5(b), if, at any time, the issuer original of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to Buyer no later than [***] after such termination. To the LC Notice. (d) In extent that not all casesclaims of FS against Buyer have been settled by that date, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering FS shall be entitled to draw the Letter of Credit then in place in an amount sufficient to cover the remainder of the Buyer’s obligations; provided that the Buyer has not posted another security sufficient and reasonably acceptable to FS in lieu thereof, FS shall be borne by Sellerdeposit the proceeds drawn in accordance with the preceding sentence in an escrow account until final resolution of the claim against the Buyer.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix IX) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTwelve, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (ix) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (iiy) indicates its intent not to renew such Letter of Credit, or (iiiz) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 12.5(b)(i) or (B12.5(b)(ii) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (Ai) or (Bii) below is considered the “Cure”): (Ai) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b12.5(b) above, or (Bii) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTwelve. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form [Short Term Offers from Short Term New or Existing with a Delivery Term of a Letter of Credit shall be subject less than one year: Seller to the following provisions:delete and other Short Term Offers see also Attachment N] (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and in accordance with this Agreement. (b) . In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements a Credit Rating of at least an Eligible LC Bank or Letter of CreditA2 by Xxxxx’x and at least an A by S&P, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such an outstanding Letter of CreditCredit by such issuer, Seller shall cure such occurrence default by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date Xxxxx receives Notice of Buyer’s Notice to Seller such refusal (all of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below which is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Banka qualified bank acceptable to Buyer, other than the bank which is failing to honor the subject outstanding Letter of Buyer’s Notice to Seller in Section 8.5(b) aboveCredit, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or creditworthiness/collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (db) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, ; or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b8.4(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x Moody’s “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b8.4(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit (see Appendix XXIII) shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightVIII, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (ix) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (iiy) indicates its intent not to renew such Letter of Credit, or (iiiz) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsections 8.5(b)(i) or (Bii) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (Ai) or (Bii) below is considered the “Cure”): (Ai) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (Bii) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightVIII. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x Moody’s “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, Seller will bear the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by SellerCredit.

Letter of Credit. Performance Assurance provided in (a) Subject to Section 6.19(c), at any time following the form occurrence of a Letter of Credit shall be subject Event, Bank may require that Retailer deliver to the following provisions: Bank within ten (a10) If Seller has provided a days after Bank’s request an Eligible Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit Amount. If, at any time, an event shall occur which would cause any Letter of Credit previously delivered to Bank to cease to be an Eligible Letter of Credit or no longer to be in an amount equal to or greater than the Letter of Credit Amount, then within ten (10) days after the earlier of (i) the date on which Retailer first learns of the occurrence of such event; or (ii) the date on which Retailer first receives notice thereof from Bank, Retailer shall cause a substitute Eligible Letter of Credit to be issued and delivered to Bank in a face amount equal to or greater than the Letter of Credit Amount. On or before thirty (30) days prior to the expiration of each Letter of Credit provided to Bank, Retailer shall cause a substitute Eligible Letter of Credit to be issued and delivered to Bank in a face amount equal to or greater than the Letter of Credit Amount. (b) Any amounts drawn under a Letter of Credit hereunder in excess of the amounts due Bank hereunder shall be held by Bank in a non-interest bearing account on Bank’s books (the “Collateral Account”) and shall secure Retailer’s full and prompt payment of all further amounts due hereunder. If Retailer fails to pay any amounts hereunder when due, Bank may immediately, and without prior notice to Retailer, further draw on the Letter of Credit or, if applicable, debit any such unpaid amount from any amounts then remaining in the Collateral Account. In addition, if Retailer fails to provide a substitute or replacement Eligible Letter of Credit as required by this Section 6.19, Bank may draw on the full amount available under the Letter of Credit, apply any amounts received in such drawing against Retailer’s outstanding obligations hereunder, and by completing credit the action within five (5) Business Days after Collateral Account with the date of Buyer’s Notice amount equal to Seller of an occurrence listed any remaining balance. Retailer hereby grants Bank a security interest in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC BankCollateral Account, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to security interest shall be in full force and effect at addition to any time right of setoff or recoupment that such Letter of Credit is required pursuant to the terms of Bank may otherwise have under this Agreement, then Seller shall have failed to meet the creditworthiness Agreement or collateral requirements of Article Eightapplicable law. (c) Notwithstanding the foregoing in Section 8.5(b)If, if, at any time, the issuer following Retailer’s delivery of such an Eligible Letter of Credit has to Bank in compliance with the terms of this Section 6.19, Retailer is able to obtain and maintain compliance with the financial covenants set forth in Schedule 6.7 for a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action period of three (either a “Watch”)3) consecutive fiscal quarters of Retailer, then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Bank shall return the Letter of Credit that is issued by an Eligible LC Bank, other than and/or any proceeds in the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice Collateral Account within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from after the date end of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Noticeapplicable fiscal quarter. (d) In The obligations under this Section 6.19 shall apply at all casestimes until the earlier of (i) six (6) months after the expiration or earlier termination of the Term, and (ii) the reasonable costs and expenses sale of establishingthe Accounts to Retailer (or its designee) pursuant to Section 10.1, renewingat which time, substituting, canceling, increasing, reducing, or otherwise administering the Bank shall surrender any outstanding Letter of Credit to Retailer and pay to Retailer an amount equal to the amount remaining in the Collateral Account, if any. Such surrender or repayment shall be borne accompanied by Selleran accounting of credit and debit activity for the Collateral Account, if any. (e) Bank agrees to pay for the fees required by the issuing bank for any Letter of Credit requested by Bank hereunder; provided, that the maximum amount payable by Bank in respect of each such fee shall not exceed 1.5% of the applicable Letter of Credit Amount.

Letter of Credit. Performance Assurance provided in In the form event Processor exercises its right to establish a reserve or require a letter of a Letter of Credit shall be credit pursuant to this Section, Merchant may, subject to the following provisions: (a) If Seller has , terminate the Agreement upon 30 days advance written notice to Processor provided a Letter Processor receives such written notice from Merchant of Credit its intention to so terminate within 90 days of the date on which Processor establishes the reserve or requires the letter of credit. Upon Processor's receipt of Merchant's written notice pursuant to any the immediately preceding sentence, Processor may, at its option, return the reserve to Merchant or waive the requirement for a letter of the applicable provisions credit, and, in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event Processor elects to return the issuer reserve to Merchant or waive the requirement for a letter of such Letter of Credit at any time (i) fails credit, Merchant shall not have the right to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not terminate this Agreement pursuant to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller this Section and this Agreement shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be remain in full force and effect at notwithstanding Merchant's written notice to terminate. Merchant shall not sell, assign, transfer or encumber all or any time that such Letter part of Credit is required pursuant to its interest in the terms of reserve account, if any, or any present or future rights under this Agreement, then Seller including but not limited to, Merchant’s right to receive any payments or funds. Neither Processor nor Member Bank shall be obligated to honor any such purported attempt to sell, assign, transfer or encumber such interest, rights, payments or funds unless both Processor and Member Bank consent in writing. In the event Merchant breaches this paragraph, then, in addition to any other rights and remedies Processor may have under this Agreement and otherwise, Processor shall have failed the right, at its option, to meet withhold any or all funds or payments which would otherwise be payable to Merchant under this Agreement until it shall have received instructions concerning the creditworthiness disposition of such payments or collateral requirements funds, satisfactory in form and substance to Processor and signed by both Merchant and any purported assignee. Merchant shall indemnify Processor and hold it harmless from and against any and all claims, liabilities and damages which may be asserted against Processor by any purported assignee or any other person arising out of Article Eight. Merchant’s purported sale, assignment, transfer or encumbrance of all or any of Merchant’s present or future rights under this Agreement. In the event Merchant’s sales transactions (c“Daily Proceeds”) Notwithstanding the foregoing in Section 8.5(bafter charge backs, refunds, reserve withholdings, fees, and settlement payments for any given fiscal day are less than zero ($0), ifthe Overdraft Fee in Schedule A will be charged to Merchant. Processor may fund overdrafts, liabilities and/or reserve deficits by initiating deductions from Merchant's subsequent Daily Proceeds. If such collections are inadequate, Processor may, at any timeits option, obtain the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative required sums by directing Member Bank to make an ACH debit from Account or developing by S&Preserve account. In addition, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer Processor may i) require that Merchant make a demand wire transfer to Seller by Notice the Account within one (“LC Notice”1) to provide a substitute Letter banking business day of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Banknotice; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed collect under any guaranty; iii) make set-offs against any obligations owed by Processor to a Substitute Letter Merchant or any of Credit its affiliates; and Buyer fails iv) take any other action authorized by law. Neither Processor nor Member Bank is obligated to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Noticeprocess refunds or chargebacks that will cause an overdraft. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix VII-A) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTen, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 10.5(b)(A) or (B10.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b10.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTen. (c) Notwithstanding the foregoing in Section 8.5(b10.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees Buxxx xgrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b10.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b10.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix VII-A) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTen, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 10.5(b)(A) or (B10.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b10.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTen. (c) Notwithstanding the foregoing in Section 8.5(b10.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x Moody’s “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b10.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b10.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance TRS shall obtain and maintain a letter of ---------------- credit, in favor of Ryder, in the amount of two and one-half million dollars ($2,500,000.00), the issuer or confirming bank of which will be a bank reasonably acceptable to Ryder and the terms of which shall be substantially in accordance with the form attached hereto as Exhibit B (the "Letter of Credit"), which may be drawn by Ryder in the event of a Material Breach by TRS under clause 13.A(i) of this Agreement or any of the other agreements between the parties of even date herewith entitled Administrative Services Agreement, MIS Support Agreement or Used Truck Sales Agreement, as any of them may be amended from * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. time to time, or as otherwise provided in Schedule 9.6(c) of the form of a Asset Purchase Agreement. Such Letter of Credit shall be subject for a term of at least one year. One master $2.5 million letter of credit which complies with the terms of this paragraph shall constitute the Letter of Credit under each of the foregoing listed agreements ("Support Agreements"). TRS shall be obligated to promptly replace the Letter of Credit or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the following provisions: occurrence of a Material Breach under this Agreement. Notwithstanding the foregoing, TRS may terminate, or not renew, the Letter of Credit after the first anniversary of the date hereof, if it is not in default of this Agreement at such time; provided, however, that should TRS, after such time either (ai) If Seller has provided commit a Material Breach of this Agreement due to failure to pay charges due hereunder or under any Support Agreement (except if prevented by a force majeure under Section 16.K below) or (ii) twice within a twelve-month period fail to timely pay charges due hereunder or under any Support Agreement (except if prevented by a force majeure under Section 16.K below, then TRS shall again be obligated to obtain and maintain the Letter of Credit pursuant to any the first two sentences of the applicable provisions in this Article Eightprevious paragraph, then Seller shall renew or cause and to promptly replace the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the occurrence of a Material Breach under this Agreement. If, however, during the following twelve months TRS timely pays all charges coming due hereunder, and is not at any such time (i) fails to maintain the requirements otherwise in default of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Creditthis Agreement, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Creditin bankruptcy, Seller shall cure such occurrence by complying with either (A) then TRS may again terminate, or (B) below in an amount equal to not renew, the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice TRS's obligations hereunder to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering maintain the Letter of Credit shall be borne by Sellercease, subject to the last stated proviso above.

Letter of Credit. Performance Assurance provided in (a) Buyer hereby agrees that on or prior to May 19, 2006, it shall cause the form of a bank issuing the Initial Letter of Credit shall be subject to provide an amendment thereto increasing the following provisions: (a) If Seller has provided a amount available thereunder to $6,000,000 but otherwise keeping the remaining terms of the Letter of Credit pursuant to any unchanged, or a substitute letter of credit for $6,000,000 otherwise having the applicable provisions in this Article Eight, then Seller shall renew or cause same terms as the renewal of each outstanding Initial Letter of Credit on a timely basis in accordance (the Initial Letter of Credit, as so amended, or such substitute letter of credit, as applicable, being hereinafter referred to as the "Letter of Credit"). If Buyer does not provide such amendment by such date, the Company shall be entitled to draw the entire amount available under the Initial Letter of Credit as liquidated damages for failure to comply with this AgreementSection 5.16(a) and shall have no obligation to return such amount to Buyer or Merger Sub; provided, however, that, if this Agreement is terminated prior to the Effective Time for any reason other than a breach by Buyer or Merger Sub, the Company shall no later than the second Business Day after such termination repay such amount to Buyer by wire transfer of immediately available funds. (b) In If Buyer does arrange for the event amendment to the issuer of such Letter of Credit at any time as provided in subsection (ia) fails to maintain hereto, the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller Credit shall cure such occurrence by complying with either (A) or (B) below in an amount equal serve as liquidity support to the outstanding Letter of Credit, Company in the event that Buyer and by completing Merger Sub do not consummate the action Merger within five twenty (520) Business Days after the date receipt by Buyer of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued written notification by an Eligible LC Bank, other than authorized officer of the bank which is Company that all of the subject of Buyer’s Notice to Seller conditions specified in Section 8.5(b) above, or (B) posting cashSections 6.1 and 6.2 have been satisfied. If Seller fails to Cure or if In such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any timeevent, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand Company will be entitled to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than draw upon the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end delivery of the Substitute Bank Perioddraw certificate referred to therein signed by two authorized officers of the Company. The delivery of such draw certificate shall be without prejudice to the rights of Buyer and Merger Sub, then on the one hand, and the Company, on the other hand, to assert any claim or position with respect to any issues or disputes between the parties concerning the rights and obligations of the parties under this Agreement, including without limitation whether the Company had the right to deliver the draw notice, whether Buyer and Merger Sub were required to effectuate the Merger and whether any condition in Section 6.1 or 6.2 hereof had been satisfied. If a court having jurisdiction over the actions, suits and proceedings arising under this Agreement issues a final, non-appealable judgment (a "Final Judgment") in favor of Buyer substantially to the effect that Buyer and Merger Sub have no liability under this Agreement for failing to effectuate the Merger, the Company shall provide Seller with Notice within five (5) two Business Days following of issuance thereof reimburse Buyer the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing full amount drawn under the Letter of Credit posted immediately prior plus interest on such amount at a rate equal to the LC Notice. (d) In all casesprime rate announced from time to time by JP Morgan Chase Bank plus 3% per annum. If such Final Judgment is xx xxxxx ox xxx Company, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering any amounts drawn under the Letter of Credit shall be borne applied to reduce any damages awarded to the Company by Sellersuch court. To the extent that the amounts so drawn under the Letter of Credit exceed the damages awarded by such court, the Company shall reimburse such excess to the Buyer within two Business Days after the issuance of such award.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails either Seller or Guarantor grants liens or security interests on a substantial part of its or its Subsidiary's property or assets to maintain the requirements of an Eligible LC Bank secure its bank debt or Letter of Creditbonds generally, (ii) indicates a Change of Control occurs that results in Guarantor or its intent not to renew such Letter of Creditsuccessor being rated less than Approved Investment Grade, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter the unsecured long term debt of Credit, Seller the Guarantor shall cure such occurrence by complying with either (A) or (B) be rated below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect Investment Grade at any time that such Letter of Credit is required pursuant to the terms of this Agreementtime, then Seller shall deliver to Buyer within five business days after Royalty Owner's request therefor an acceptable irrevocable letter of credit in a face amount of $25,000,000 issued by an issuer with credit ratings of its senior unsecured long term Indebtedness of A+ (or higher) by S&P and A2 (or higher) by Moody's Investors Service or, alternatively A (or higher) by S&P anx X0 (xr higher) by Moody's Investors Service, and (except to the extent such lettxx xx xredit is drawn upon) Working Interest Owner shall maintain such letter of credit, or one or more replacement letters of credit meeting such criteria, in effect for the benefit of Royalty Owner until such time as Guarantor or its successor is once again rated Investment Grade. Each such letter of credit shall have failed attached thereto a form of drawing certificate substantially in the form of Exhibit D hereto, with appropriate insertions, shall require no documents to meet be presented for drawing other than such certificate (and the creditworthiness or collateral requirements letter of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(bcredit itself), ifand shall otherwise be in such issuing bank's standard form for "clean" irrevocable standby letters of credit. Royalty Owner may draw upon such letter of credit in any of the circumstances contemplated in Exhibit D, at but only in such circumstances. If any timesuch drawing is made in connection with a failure of performance or payment under the Pioneer Guaranty (or a replacement thereof), the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) funds drawn shall be used to provide a substitute Letter remedy to Royalty Owner for such failure. If any such drawing is made in connection with a notice of Credit that is issued by an Eligible LC Banktermination of such letter of credit, other than the bank on or a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails failure to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter replacement letter of Credit posted immediately prior to the LC Notice. (d) In all casescredit, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit funds drawn shall be borne by Seller.be

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix IX) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTwelve, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (ix) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (iiy) indicates its intent not to renew such Letter of Credit, or (iiiz) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 12.5(b)(i) or (B12.5(b)(ii) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (Ai) or (Bii) below is considered the “Cure”): (Ai) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b12.5(b) above, or (Bii) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTwelve. (c) Notwithstanding the foregoing in Section 8.5(b12.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b12.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b12.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form Upon execution of this Agreement, EnerNOC will deliver, at its sole cost and expense, a Letter of Credit shall be subject which is collateral security to the following provisions: (a) If Seller has provided a secure performance of EnerNOC's obligations under this Agreement. Letter of Credit pursuant to any shall shall mean an irrevocable standby letter of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time credit (i) fails from a commercial bank reasonably acceptable to maintain the requirements Company and that accepts draws under the letter of an Eligible LC Bank or Letter of Creditcredit in Connecticut, (ii) indicates its intent not that names the Company as beneficiary in an initial, and minimum, amount of ***** Dollars ($*****), which initial amount is subject to renew such Letter of Credit, or increases as set forth herein and (iii) fails that may be drawn upon in full by the Company upon the Company's delivery to honor Buyer’s properly documented request the issuing bank of Company's certification that the Company is entitled to draw on such Letter the letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required credit pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute . The Letter of Credit”). The Parties shall have thirty , or guaranty (30as the case may be) Business Days will be maintained by EnerNOC from the LC Notice to negotiate a Substitute Letter effective date of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) this Agreement and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have continuing until thirty (30) days from following the date that EnerNOC fulfulls the minimum requirements as articulated in Paragraph 1 of Buyer’s Notice this Agreement, or until the termination date of this Agreement if the Company or DPUC terminates the Agreement prior to Cure pursuant to Section 8.5(b) andEnerNOC fulfilling the minimum requirements as articulated in Paragraph 1, if Seller fails to Cure, then and will provide that the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller Company may continue providing draw on the Letter of Credit posted immediately prior or enforce the guaranty (as the case may be) if (i) EnerNOC fails, or refuses to perform, or materially breaches its obligations as required by the Agreement, (ii) such failure, refusal to perform or breach has not been cured or cannot be cured and would give rise to Company's right to terminate this Agreement pursuant to the LC Notice. terms and conditions contained herein, (diii) In all casesthe Company reasonably believes that (A) EnerNOC's failure, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducingrefusal to perform or breach will, or otherwise administering is likely to, cause economic or physical harm to customers or jeopardizes the credibility or integrity of CL&P or this program and (B) EnerNOC cannot adequately address the situation, (iv) the Company has notified the DPUC of the conditions existing pursuant to subsections (i) through (iii) above, including the Company's intent to act on the security (and intended actions related to the same) in. order to address the situation, to the extent the Company believes is reasonable practicable together with a request that the DPUC direct and authorize the Company to take such intended actions and (v) the DPUC has directed and authorized such action to be taken on the part of the Company. The Letter of Credit or guaranty (as the case may be) shall be in an initial, and minimum, amount of ***** Dollars ($*****). This initial amount shall be increased in increments of $***** Dollars ($*****) for every ** MWs of customer load enrolled by EnerNOC until such time that EnerNOC has fulfilled the minimum requirements as articulated in Paragraph 1 and/or no longer needs to maintain the Letter of Credit as specified above. EnerNOC shall promptly provide the Company with written notice upon reaching a level of customer load enrolled necessitating an increase in the security amount evidenced by the Letter of Credit. In no event shall the Letter of Credit constitute liquidated damages or an election of remedies and the Company may pursue any remedies available at law or in equity against EnerNOC, including but not limited to terminating the Agreement. For the sake of clarity, and without limiting the foregoing, in no event shall the existence of the above security be borne by Sellerconstrued to obligate the Company in any way to remedy an EnerNOC's failure, or refusal to perform or breach of this Agreement, to create an obligation on the part of the Company to provide remedies to customers or to service customers who enroll in this program and have EnerNOC's devices installed. The provision of service pursuant to this Agreement shall at all times remain the sole and exclusive obligation of EnerNOC.

Letter of Credit. Performance Assurance provided Within 120 days after the date of full execution of this Agreement, the Company shall deliver to the Executive an irrevocable letter of credit drawn on a commercial bank or other financial institution having total assets of at least $6 billion and selected by the Company (the "Letter of Credit") running in favor of the form of a Executive. The Letter of Credit shall be subject initially cover the amounts due under Sections 6(a)(I)(v) (and, upon a Change in Control, 6(a)(II)) hereof, assuming the latest levels of compensation in existence for the Executive prior to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or initial Letter of Credit, (ii) indicates its intent not to renew such a renewal Letter of Credit, or a Change in Control (iiiless legally required withholding (the "Withholding)), and shall be payable upon presentation of (i) fails an affidavit truthfully stating that (A) the aforesaid amounts are due the Executive, (B) the aforesaid amounts have not been paid by the Company to honor Buyer’s properly documented request the Executive within 30 days of the applicable termination, (C) the Executive has executed and delivered (and not revoked) the Release required by Section 6(a)(IV) hereof, (D) the Executive has delivered, at least 30 days prior to draw the date of the affidavit, a notice to the Company (pursuant to the notice requirement herein) that he is entitled to such amounts and they have not been paid (with a copy of the opinion referred to in clause (E) of this sentence), and (E) that attached to the affidavit is an opinion of a national law firm of at least 400 attorneys that clause (A) of this sentence is correct (including both the right to receive and the amount), based on the facts provided to such law firm by the Executive after due inquiry of the Executive and review of available documents, and (ii) the opinion referred to in clause (E) of this sentence. The Company shall pay all amounts and take all actions necessary to maintain the Letter of Credit while the Executive is employed by the Company (adjusted as specified above) and for six (6) months thereafter (or until the Executive is paid the amount due him or has presented the Letter of Credit); provided, that upon termination of the Executive's employment by reason of death or Disability, by the Company with Cause, or by the Executive without Good Reason, the Executive (or his estate in the event of his death) shall promptly return such Letter of Credit to the Company for cancellation. Failure of the Company to timely obtain or renew the Letter of Credit or to obtain a replacement Letter of Credit at least 90 days prior to its expiration shall be deemed a Good Reason event. Upon tender by the Company of the amounts covered by the Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding tender of a replacement Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller Executive shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing return the Letter of Credit posted immediately prior in his possession to the LC Notice. (d) In all cases, the reasonable costs and expenses Company for cancellation. Neither presentation of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit nor the opinion of counsel shall be borne by Sellerbinding upon the Company, and the Company may challenge the Executive's rights to such payments and any refund thereof (plus interest) under Section 9(e) hereof. The Company shall promptly deposit with the applicable government agency the Withholding upon draw down of the Letter of Credit, whether or not it intends to challenge the Executive's right to retain the draw down.

Letter of Credit. Alternatively, and in lieu of the Performance Assurance provided Deposit hereinabove provided, RAC may deposit with the State, upon RAC’s execution and delivery of this Agreement, as performance for the full and prompt performance by RAC of all of RAC’s obligations hereunder, an irrevocable, unconditional, transferable letter of credit (the “Letter of Credit”), in substantially the form attached as Exhibit H hereto and made a part hereof, in favor of the State from a bank approved by the State (which bank shall have a Fitch rating of “A+” or better, shall have a branch office located in the form of a Honolulu, Hawaii metropolitan area, and shall not appear on any “troubled” or “distressed” bank or financial institution lists maintained or published by the Federal Deposit Insurance Corporation (“FDIC”), any other governmental‌ entity or agency with jurisdiction over the issuing bank, or any generally- recognized private bank rating entity or company). The Letter of Credit shall be subject provide for performance in the initial amount set forth in Exhibit B-5 hereto. Whether or not this Agreement or RAC’s right to the following provisions: possession hereunder has been terminated, (a) If Seller in the event of a default under any of the terms, covenants and conditions of this Agreement, (b) in the event RAC has provided filed (or there has been filed against RAC) a petition for bankruptcy protection or other protection from its creditors under any applicable and available law which has not been dismissed or discharged, or in the event RAC files a general assignment for the benefit of its creditors, or (c) the issuing bank is placed in receivership or similar position by the FDIC or any other governmental entity or agency with jurisdiction over the issuing bank, or otherwise appears on any “troubled” or “distressed” bank or financial institution lists maintained or published by the FDIC, any other governmental entity or agency with jurisdiction over the issuing bank, or any generally-recognized private bank rating entity or company, then, in any such event, the State may at once and without any notice whatsoever to RAC be entitled to draw down on the Letter of Credit pursuant and apply such resulting sums toward the cure of any default by RAC under this Agreement or toward any damages to any of which the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below State is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required entitled pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of satisfy the applicable provisions in this Article EightCollateral Requirement, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and in accordance with this Agreement. (b) . In the event the issuer of such Letter of Credit at any time (ia) fails to maintain a Credit Rating of at least (i) an A3 by Xxxxx’x with a stable designation and at least an A- by S&P with a stable designation, if the requirements of issuer is rated by both Xxxxx’x and S&P, or (ii) an Eligible LC Bank A3 by Xxxxx’x with a stable designation or Letter of Creditan A- by S&P with a stable designation, if the issuer is rated by either Xxxxx’x or S&P but not both, (iib) indicates its intent not to renew such Letter of CreditCredit or has not renewed such Letter of Credit at least twenty-five (25) Business Days prior to its expiration, or (iiic) fails to honor BuyerXxxxx’s properly documented request to draw on such an outstanding Letter of CreditCredit by such issuer, Seller shall cure such occurrence default by complying with either (A) Section 12.6.1.1 or (B) 12.6.1.2 below in an amount equal to the outstanding Letter of CreditCollateral Requirement, and by completing the action within five three (53) Business Days after of the date applicable event (all of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below which is considered the “Cure”): (A) ): providing a substitute Letter of Credit that is issued by an Eligible LC Banka qualified bank acceptable to Buyer, other than the bank which is failing to honor the subject outstanding Letter of Buyer’s Notice to Seller in Section 8.5(b) aboveCredit, or (B) posting cash. or If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements Collateral Requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such 12. If a Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action not been renewed at least twenty (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (3020) Business Days from the LC Notice prior to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Periodits scheduled expiration, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing draw on the Letter of Credit posted immediately prior to for the LC Notice. (d) full amount of the Collateral Requirement. In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.. EVENTS OF DEFAULT AND TERMINATION

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such an outstanding Letter of CreditCredit by such issuer, Seller shall cure such occurrence default by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is failing to honor the subject outstanding Letter of Buyer’s Notice to Seller in Section 8.5(b) aboveCredit, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightVIII. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in In the form of a Letter of Credit shall be subject to the following provisions: event that (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller Borrower or Borrowers shall renew or cause fail to reimburse the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of CreditIssuer, or (iii) fails if for any reason Loans shall not be made to honor Buyer’s properly documented request to draw on such Letter of Creditfund any Reimbursement Obligation, Seller shall cure such occurrence by complying with either (A) or (B) below all as provided in Section 4.5 and in an amount equal to the outstanding amount of any drawing honored by the Issuer under a Letter of CreditCredit issued by it, (b) the Issuer must for any reason return or disgorge such reimbursement or (c) an LOC Liquidity Disbursement has occurred, the Issuer shall promptly notify the Administrative Agent of the unreimbursed amount of such drawing and by completing of such Lender's respective participation therein. Each Lender shall make available to the action within five Administrative Agent for the account of the Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of the Issuer specified in such notice not later than 11:00 a.m. (5New York City, New York time) on the Business Days Day (under the laws of the jurisdiction of the Issuer) after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered notified by the “Cure”): (A) providing a substitute Letter of Credit Issuer. In the event that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller any Lender fails to Cure or if make available to the Administrative Agent for the account of the Issuer the amount of such Lender's participation in such Letter of Credit expires or terminates without a full draw thereon by Buyeras provided herein, or fails or ceases the Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be in full force and effect at any time that paid by such Letter of Credit is required Lender to the Administrative Agent and/or the Issuer, as the case may be, pursuant to the terms Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus 200 basis points. Nothing in this Agreement, then Seller Section shall have failed be deemed to meet prejudice the creditworthiness or collateral requirements right of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand Lender to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days recover from the LC Notice Issuer any amounts made available by such Lender to negotiate the Issuer pursuant to this Section in the event that it is determined by a Substitute Letter court of Credit (“Substitute Bank Period”). (i) If competent jurisdiction that the Parties do not agree payment with respect to a Substitute Letter of Credit by the end Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the Substitute Bank Period, then Buyer Issuer. The Issuer shall provide Seller distribute to the Administrative Agent for the account of each other Lender which has paid all amounts payable by it under this Section with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees respect to continue accepting the then currently outstanding any Letter of Credit issued by the Issuer such other Lender's Percentage of all payments received by the Issuer from any Borrower in reimbursement of drawings honored by the bank that is the subject of the LC Notice, but Issuer under such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Noticewhen such payments are received. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance TRS shall obtain and maintain a letter of ---------------- credit, in favor of Ryder, in the amount of two and one-half million dollars ($2,500,000.00), the issuer or confirming bank of which will be a bank reasonably acceptable to Ryder and the terms of which shall be substantially in accordance with the form attached hereto as Exhibit B (the "Letter of Credit"), which may be drawn by Ryder in the event of a Material Breach by TRS under clause 13.A(i) of this Agreement or any of the other agreements between the parties of even date herewith entitled Administrative Services Agreement, MIS Support Agreement or Used Truck Sales Agreement, as any of them may be amended from time to time, or as otherwise provided in Schedule 9.6(c) of the form of a Asset Purchase Agreement. Such Letter of Credit shall be subject for a term of at least one year. One master $2.5 million letter of credit which complies with the terms of this paragraph shall constitute the Letter of Credit under each of the foregoing listed agreements ("Support Agreements"). TRS shall be obligated to promptly replace the Letter of Credit or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the following provisions: occurrence of a Material Breach under this Agreement. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Notwithstanding the foregoing, TRS may terminate, or not renew, the Letter of Credit after the first anniversary of the date hereof, if it is not in default of this Agreement at such time; provided, however, that should TRS, after such time either (ai) If Seller has provided commit a Material Breach of this Agreement due to failure to pay charges due hereunder or under any Support Agreement (except if prevented by a force majeure under Section 16.K below) or (ii) twice within a twelve-month period fail to timely pay charges due hereunder or under any Support Agreement (except if prevented by a force majeure under Section 16.K below), then TRS shall again be obligated to obtain and maintain the Letter of Credit pursuant to any the first two sentences of the applicable provisions in this Article Eightprevious paragraph, then Seller shall renew or cause and to promptly replace the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the occurrence of a Material Breach under this Agreement. If, however, during the following twelve months TRS timely pays all charges coming due hereunder, and is not at any such time (i) fails to maintain the requirements otherwise in default of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Creditthis Agreement, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Creditin bankruptcy, Seller shall cure such occurrence by complying with either (A) then TRS may again terminate, or (B) below in an amount equal to not renew, the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice TRS's obligations hereunder to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering maintain the Letter of Credit shall be borne by Sellercease, subject to the last stated proviso above.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”):‌ (A) providing If there is a substitute Letter claim by the Town of Credit that is issued an uncured breach by an Eligible LC Bank, other than the bank which is the subject Grantee of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms material provision of this AgreementFranchise or pattern of repeated violations of any provision(s) of this Franchise, then Seller the Town may require and Grantee shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to establish and provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from receiving notice from the Town, to the Town as security for the faithful performance by Grantee of all of the provisions of this Franchise, a letter of credit from a financial institution satisfactory to the Town in the amount of twenty-five thousand dollars ($25,000.00). (B) In the event that Grantee establishes a letter of credit pursuant to the procedures of this Section, then the letter of credit shall be maintained at twenty-five thousand dollars ($25,000) until the allegations of the uncured breach have been resolved. (C) As an alternative to the provision of a Letter of Credit to the Town as set forth in Subsections 5.3 (A) and (B) above, if the Town is a member of CCUA, and if Grantee provides a Letter of Credit to CCUA in an amount agreed to between Grantee and CCUA for the benefit of its members, in order to collectively address claims reference in 5.3 (A), Grantee shall not be required to provide a separate Letter of Credit to the Town. (D) After completion of the procedures set forth in Section 13.1 or other applicable provisions of this Franchise, the letter of credit may be drawn upon by the Town for purposes including, but not limited to, the following: (1) Failure of Grantee to pay the Town sums due under the terms of this Franchise; (2) Reimbursement of costs borne by the Town to correct Franchise violations not corrected by Grantee; (3) Monetary remedies or damages assessed against Grantee due to default or breach of Franchise requirements; and, (4) Failure to comply with the Customer Service Standards of the Town, as the same may be amended from time to time by the Town Council acting by ordinance or resolution. (E) The Town shall give Grantee written notice of any withdrawal under this subsection upon such withdrawal. Within seven (7) days following receipt of such notice, Grantee shall restore the letter of credit to the amount required under this Franchise. (F) Grantee shall have the right to appeal to the Town Council for reimbursement in the event Xxxxxxx believes that the letter of credit was drawn upon improperly. Grantee shall also have the right of judicial appeal if Xxxxxxx believes the letter of credit has not been properly drawn upon in accordance with this Franchise. Any funds the Town erroneously or wrongfully withdraws from the letter of credit shall be returned to Grantee with interest, from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to withdrawal at a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior rate equal to the LC Noticeprime rate of interest as quoted in the Wall Street Journal. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in Concurrently with the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms execution of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit Xxxxxx has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand delivered to Seller by Notice on behalf of Buyer an irrevocable letter of credit drawn on The Bank of Montreal (“LC Notice”"Bank") to provide in the amount of $16.1 million, having a substitute Letter maturity date of Credit that is issued by an Eligible LC BankDecember 12, other than 1996 (the bank on a Watch (“Substitute "Letter of Credit”"). The Parties shall have thirty (30) Business Days from At the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank PeriodClosing, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne returned to Buyer as against delivery by Buyer of the cash portion of the Purchase Price; provided, however, that if the Closing occurs after November 26, 1996, but prior to December 14, 1996, and Seller has drawn against the Letter of Credit, the proceeds of the Letter of Credit shall be applied against the Purchase Price. In the event that Seller shall commit a material breach of this Agreement, the Letter of Credit, or if the Letter of Credit has been drawn against, the proceeds of the Letter of Credit, shall be returned or paid to Buyer. Seller may draw upon the Letter of Credit upon delivery to the Bank of a certificate executed by a duly authorized officer of Seller which states as follows: (a) I am duly sworn according to law; (b) I am the duly elected and incumbent [officer] of Seller; (c) as of November 26, 1996, no Closing (as defined in that certain Asset Purchase Agreement dated September 17, 1996 between Rose Hills Memorial Park Association and Tudor Acquisition Corp. [the "Agreement"]) has occurred; (d) all conditions to Buyer's obligations to close (other than the conditions specified in the first two sentences of Section 8.2, Section 8.4, Section 8.5, Section 8.12, Section 8.13, Section 8.14, Section 8.15. Section 8.16 and Section 8.18 of the Agreement) have been fulfilled; (e) the Association has delivered to Buyer not later than three (3) days prior to the Association's draw on the Letter of Credit a notice stating that with respect to the conditions set forth in Section 8.15 and Section 8.18 of the Agreement, the Association has no reason to believe that such conditions would not be satisfied if the Closing Date had occurred on the date of the draw of this Letter of Credit; and (f) Roses, Inc. has delivered to the Bank its certificate pursuant to Section 8.6 of the Roses, Inc. Agreement.

Letter of Credit. [New or Existing Facilities with a Delivery Term of less than one year: Seller to delete Section 4.4.] Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight4, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b4.4(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight4. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided Promptly after Tenant’s execution of this Amendment, Tenant shall have the right deliver to Landlord an unconditional, irrevocable, renewable and transferable letter of credit (“Letter of Credit”) in favor of Landlord in a form reasonably approved by Landlord, issued by a bank reasonably satisfactory to Landlord with a branch located in Southern California at which Landlord can present and draw upon the Letter of Credit, in the form of a Letter of Credit shall principal amount specified below (“Stated Amount”), to be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis held by Landlord in accordance with the terms, provisions and conditions of this Agreement. (b) In the event the issuer Section 12. Upon Tenant’s delivery of such Letter of Credit to Landlord, Landlord shall surrender Tenant’s letter of credit in favor of Landlord currently in Landlord’s possession, in which case the provisions of Section 7 of the First Amendment and Section 8 of the Second Amendment shall be deemed null and void and of no further force or effect and the provision of this Section 12 shall control with respect to the Letter of Credit. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Letter of Credit satisfying all terms, covenants and provisions of this Section 12. In no event shall the issuing bank have total assets of less than One Billion Dollars and capital less than six percent (6%) of its total assets (in each case as defined by the applicable federal regulator of the respective bank). If at any time the issuing bank does not satisfy such criteria, Tenant shall immediately deliver to Landlord a replacement Letter of Credit issued by a bank that satisfies such criteria. The Stated Amount shall be equal to Four Hundred Thousand Dollars (i) fails to maintain $400,000.00). 12.1 The Letter of Credit shall state that an authorized officer or other representative of Landlord may make demand on Landlord’s behalf for the requirements Stated Amount of an Eligible LC Bank or the Letter of Credit, or any portion thereof, from time to time, and that the issuing bank must immediately honor such demand, without qualification or satisfaction of any conditions, except the proper identification of the party making such demand (iithe foregoing requirement will be satisfied with language to the following effect in the Letter of Credit: “Beneficiary is entitled to draw upon the Letter of Credit in accordance with that certain Office Lease dated April 7, 1999, as amended, between Beneficiary and Applicant”). In addition, the Letter of Credit shall indicate that it is transferable in its entirety by Landlord as beneficiary and that upon receiving written notice of transfer, and upon presentation to the issuing bank of the original Letter of Credit, the issuer or confirming bank will reissue the Letter of Credit naming such transferee as the beneficiary. Tenant shall be responsible for the payment to the issuing bank of any transfer costs imposed by the issuing bank in connection with any such transfer. If (A) indicates its intent the term of the Letter of Credit held by Landlord will expire prior to thirty (30) days following the last day of the Term and the Letter of Credit is not extended, or a new Letter of Credit for an extended period of time is not substituted, at least thirty (30) days prior to renew such the expiration of the Letter of Credit, or (iiiB) Tenant commits a default beyond any applicable notice and cure period, with respect to any provision of this Lease, or (C) Tenant files a voluntary petition under Title 11 of the United States Code (i.e., the Bankruptcy Code), or otherwise becomes a debtor in any case or proceeding under the Bankruptcy Code, as now existing or hereinafter amended, or any similar law or statute, or (D) Tenant does not deliver a substitute Letter of Credit as required above in the event the issuing bank fails to honor Buyer’s properly documented request to satisfy the financial criteria set forth above, Landlord may (but shall not be required to) draw on such Letter upon all or any portion of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Stated Amount of the Letter of Credit, and the proceeds received from such draw shall constitute Landlord’s property (and not Tenant’s property or the property of the bankruptcy estate of Tenant) and Landlord may then use, apply or retain all or any part of the proceeds for (1) the payment of any sum which is in default, (2) for the payment of any other amount which Landlord may spend or become obligated to spend by completing the action within five reason of Tenant’s default, (53) Business Days after the date to compensate Landlord for any loss or damage which Landlord may suffer by reason of BuyerTenant’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) default or (B4) below is considered as prepaid rent to be applied against Tenant’s Base Rent obligations for the “Cure”): (Alast month of the Lease Term and the immediately preceding month(s) providing a substitute of the Lease Term until the remaining proceeds are exhausted. If any portion of the Letter of Credit that is issued by proceeds are so used or applied, Tenant shall, within ten (10) days after demand therefor, post an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such additional Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases in an amount to be in full force cause the aggregate amount of the unused proceeds and effect at any time that such new Letter of Credit is to equal the Stated Amount. Landlord shall not be required pursuant to keep any proceeds from the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute separate from its general funds. Should Landlord sell its interest in the Premises during the Lease Term and if Landlord deposits with the purchaser thereof the Letter of Credit that is issued by an Eligible LC Bank, other than or any proceeds of the bank on a Watch (“Substitute Letter of Credit”), thereupon Landlord shall be discharged from any further liability with respect to the Letter of Credit and said proceeds and Tenant shall look solely to such transferee for the return of the Letter of Credit or any proceeds therefrom. The Parties Letter of Credit or any remaining proceeds of the Letter of Credit held by Landlord after expiration of the Lease Term, after any deductions described above, shall have be returned to Tenant or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder, within thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to SellerLease Term. (ii) If the Parties have not agreed to a Substitute Letter 12.2 The use, application or retention of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all casesCredit, the reasonable costs proceeds or any portion thereof, shall not prevent Landlord from exercising any other rights or remedies provided under the Lease, it being intended that Landlord shall not be required to proceed against the Letter of Credit, and expenses such use, application or retention of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall not operate as a limitation on any recovery to which Landlord may otherwise be borne by Sellerentitled. No trust relationship is created herein between Landlord and Tenant with respect to the Letter of Credit. 12.3 Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit, any renewal thereof or substitute therefor or the proceeds thereof be (i) deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7, (ii) subject to the terms of such Section 1950.7, or (iii) intended to serve as a “security deposit” within the meaning of such Section 1950.7. The parties hereto (A) recite that the Letter of Credit is not intended to serve as a security deposit and such Section 1950.7 and any and all other laws, rules and regulations applicable to security deposits in the commercial context (“Security Deposit Laws”) shall have no applicability or relevancy thereto and (B) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. 12.4 The provisions of this Section 12 shall survive the expiration or earlier termination of this Lease.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to If there is a claim by the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller Grantor of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing uncured breach by Grantee of a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms material provision of this AgreementFranchise or pattern of repeated violations of any provision(s) of this Franchise, then Seller the Grantor may require and Grantee shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to establish and provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from receiving notice from the Grantor, to the Grantor as security for the faithful performance by Grantee of all of the provisions of this Franchise, a letter of credit from a financial institution satisfactory to the Grantor in the amount of ten thousand dollars ($10,000). (B) In the event that Grantee establishes a letter of credit pursuant to the procedures of this Section, then the letter of credit shall be maintained ten thousand dollars ($10,000) until the allegations of the uncured breach have been resolved. (C) As an alternative to the provision of a Letter of Credit to the Grantor as set forth in Subsections 5.4 (A) and (B) above, if the Grantor is a member of CCUA, and if Grantee provides a Letter of Credit to CCUA in an amount agreed to between Grantee and CCUA for the benefit of its members, in order to collectively address claims reference in 5.4 (A), Grantee shall not be required to provide a separate Letter of Credit to the Grantor. (D) After completion of the procedures set forth in Section 12.1 or other applicable provisions of this Franchise, the letter of credit may be drawn upon by the Grantor for purposes including, but not limited to, the following: (1) Failure of Grantee to pay the Grantor sums due under the terms of this Franchise; (2) Reimbursement of costs borne by the Grantor to correct Franchise violations not corrected by Xxxxxxx; (3) Monetary remedies or damages assessed against Grantee due to default or breach of Franchise requirements; and, (4) Failure to comply with the Customer Service Standards of the Grantor, as the same may be amended from time to time by the Board of Trustees acting by ordinance or resolution. (E) The Grantor shall give Grantee written notice of any withdrawal under this subsection upon such withdrawal. Within seven (7) days following receipt of such notice, Grantee shall restore the letter of credit to the amount required under this Franchise. (F) Grantee shall have the right to appeal to the Board of Trustees for reimbursement in the event Xxxxxxx believes that the letter of credit was drawn upon improperly. Grantee shall also have the right of judicial appeal if Xxxxxxx believes the letter of credit has not been properly drawn upon in accordance with this Franchise. Any funds the Grantor erroneously or wrongfully withdraws from the letter of credit shall be returned to Grantee with interest, from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to withdrawal at a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior rate equal to the LC Noticeprime rate of interest as quoted in the Wall Street Journal. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of satisfy the applicable provisions in this Article EightCollateral Requirement, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and in accordance with this Agreement. (b) . In the event the issuer of such Letter of Credit at any time (ia) fails to maintain a Credit Rating of at least (i) an A3 by Xxxxx’x with a stable designation and at least an A- by S&P with a stable designation, if the requirements of issuer is rated by both Xxxxx’x and S&P, or (ii) an Eligible LC Bank A3 by Xxxxx’x with a stable designation or Letter of Creditan A- by S&P with a stable designation, if the issuer is rated by either Xxxxx’x or S&P but not both, (iib) indicates its intent not to renew such Letter of CreditCredit or has not renewed such Letter of Credit at least twenty-five (25) Business Days prior to its expiration, or (iiic) fails to honor Buyer’s properly documented request to draw on such an outstanding Letter of CreditCredit by such issuer, Seller shall cure such occurrence default by complying with either (A) Section 13.6.1.1 or (B) 13.6.1.2 below in an amount equal to the outstanding Letter of CreditCollateral Requirement, and by completing the action within five three (53) Business Days after of the date applicable event (all of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below which is considered the “Cure”): (A) ): providing a substitute Letter of Credit that is issued by an Eligible LC Banka qualified bank acceptable to Buyer, other than the bank which is failing to honor the subject outstanding Letter of Buyer’s Notice to Seller in Section 8.5(b) aboveCredit, or (B) or posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements Collateral Requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such 13. If a Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action not been renewed at least twenty (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (3020) Business Days from the LC Notice prior to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Periodits scheduled expiration, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing draw on the Letter of Credit posted immediately prior to for the LC Notice. (d) full amount of the Collateral Requirement. In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. [Offers from new or existing facilities with a Delivery Term of less than one year: Seller to delete Section 4.4.] Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight4, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such an outstanding Letter of CreditCredit by such issuer, Seller shall cure such occurrence default by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b4.4(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight4. (c) Notwithstanding the foregoing in Section 8.5(b4.4(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b4.4(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b4.4(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix VII) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightEleven, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 11.4(b)(A) or (B11.4(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b11.4(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightEleven. (c) Notwithstanding the foregoing in Section 8.5(b11.4(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b11.4(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b11.4(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided (a) Upon the execution and delivery of this Agreement, Buyer shall deposit with Xxxxxxx X. Xxxxxxx as escrow agent (the "Escrow Agent"), as a good faith deposit, an irrevocable letter of credit ("Letter of Credit") in the form stated principal amount of a Three Million Dollars (U.S. $3,000,000). The Letter of Credit shall be subject to held by the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightEscrow Agent, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of an escrow agreement in the form of Exhibit 2.2 hereto (the "Escrow Agreement"), which ----------- Escrow Agreement shall be executed and delivered by Xxxxxxx, Buyer and the Escrow Agent simultaneously with the execution and delivery of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller parties' rights and obligations with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior respect to the LC Notice. (d) In all cases, the reasonable costs and expenses proceeds of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne governed by Sellerclause (b) of this Section 2.2. (b) The Letter of Credit shall be held, distributed and/or drawn upon in accordance with the following requirements: (i) The Letter of Credit shall be returned to Buyer: (A) if at the latest time for the Closing referred to in Section 4.1 hereof (as may be modified by Section 8.1 hereof) a condition to Buyer's obligation to close the transactions contemplated by this Agreement has not been satisfied or waived and Buyer rightfully elects to terminate the Agreement; or (B) if this Agreement shall terminate for any reason specified in Article 3 of this Agreement; or (C) if this Agreement terminates for any reason other than as a result of a material breach or default by Buyer of its obligations under this Agreement or as a result of Buyer's wrongful failure to close as set forth in Section 2.2(b)(ii); it being understood that if Buyer and any of Sellers are in breach of their respective material obligations under this Agreement and the Agreement is terminated, the Letter of Credit shall be returned to Buyer; or (D) the Closing shall occur. (ii) Xxxxxxx shall be entitled to the proceeds of the Letter of Credit to compensate the Sellers for the damages they shall suffer if the Closing shall not occur, if (A) this Agreement terminates as a result of a material breach or default by Buyer of its obligations under this Agreement so long as Sellers are not also in breach or default of any of their respective material obligations under this Agreement or (B) the Closing does not occur and each of the following shall occur (x) at the latest time for the Closing referred to in Section 4.1 hereof (as may be modified by Section 8.1 hereof), all conditions to Buyer's obligations to close shall have been satisfied or waived, (y) the Sellers shall then be ready, willing and able to close and none of the Sellers shall be in material breach or default of their respective obligations under this Agreement, and (z) Buyer fails or refuses to close. (c) Anything to the contrary contained in this Agreement notwithstanding, under no circumstances shall any of the Sellers have any right or remedy under or in connection with this Agreement if this Agreement shall terminate for any reason whatsoever and/or in the event of any breach or default under this Agreement, other than such right as Seller may have to the proceeds of the Letter of Credit under the terms and conditions set forth in Section 2.2(b) above and as may be expressly provided in Section 8.4 and Article 9 herein.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix XIII) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTen, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 10.5(b)(A) or (B10.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b10.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTen. (c) Notwithstanding the foregoing in Section 8.5(b10.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b10.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b10.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix VII) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTen, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 10.5(b)(A) or (B10.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b10.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTen. (c) Notwithstanding the foregoing in Section 8.5(b10.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x Moody’s “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b10.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b10.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix VII-A) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTen, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 10.5(b)(A) or (B10.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b10.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTen. (c) Notwithstanding the foregoing in Section 8.5(b10.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x Moody’s “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b10.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b10.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, Seller shall bear the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by SellerCredit.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such an outstanding Letter of CreditCredit by such issuer, Seller shall cure such occurrence default by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is failing to honor the subject outstanding Letter of Buyer’s Notice to Seller in Section 8.5(b) aboveCredit, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral /collateral requirements of Article EightVIII. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing to providinge the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix VII-A) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTen, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 10.5(b)(A) or (B10.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b10.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTen. (c) Notwithstanding the foregoing in Section 8.5(b10.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b10.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b10.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of satisfy the applicable provisions in this Article EightCollateral Requirement, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) basis. In the event the issuer of such Letter of Credit at any time (ia) fails to maintain a Credit Rating of at least (i) an A3 by Xxxxx’x with a stable designation and at least an A- by S&P with a stable designation, if the requirements of issuer is rated by both Xxxxx’x and S&P, or (ii) an Eligible LC Bank A3 by Xxxxx’x with a stable designation or Letter of Creditan A- by S&P with a stable designation, if the issuer is rated by either Xxxxx’x or S&P but not both, (iib) indicates its intent not to renew such Letter of CreditCredit or has not renewed such Letter of Credit at least twenty-five (25) Business Days prior to its expiration, or (iiic) fails to honor Buyer’s properly documented request to draw on such an outstanding Letter of CreditCredit by such issuer, Seller shall cure such occurrence default by complying with either (A) Section 10.6.1.1 or (B) 10.6.1.2 below in an amount equal to the outstanding Letter of CreditCollateral Requirement, and by completing the action within five three (53) Business Days after of the date applicable event (all of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below which is considered the “Cure”): (A) ): providing a substitute Letter of Credit that is issued by an Eligible LC Banka qualified bank acceptable to Buyer, other than the bank which is failing to honor the subject outstanding Letter of Buyer’s Notice to Seller in Section 8.5(b) aboveCredit, or (B) or posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements Collateral Requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such 10. If a Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action not been renewed at least twenty (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (3020) Business Days from the LC Notice prior to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Periodits scheduled expiration, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing draw on the Letter of Credit posted immediately prior to for the LC Notice. (d) full amount of the Collateral Requirement. In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.. TERM, EVENTS OF DEFAULT, TERMINATION

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be (see Appendix IX) is subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article EightTen, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (Asubsection 10.5(b)(A) or (B10.5(b)(B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either subsections (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b10.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article EightTen. (c) Notwithstanding the foregoing in provisions of Section 8.5(b10.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”)) and Seller shall cause to have a Substitute Letter of Credit issued by an Eligible LC Bank in the form provided in Appendix IX. The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) calendar days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b10.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b10.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x Moody’s “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer Xxxxx agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

Letter of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions: (a) If Seller has provided a Letter of Credit pursuant to any of the applicable provisions in this Article Eight, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis in accordance with this Agreement. (b) In the event the issuer of such Letter of Credit at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, Seller shall cure such occurrence by complying with either (A) or (B) below in an amount equal to the outstanding Letter of Credit, and by completing the action within five (5) Business Days after the date of Buyer’s Notice to Seller of an occurrence listed in this subsection (Seller’s compliance with either (A) or (B) below is considered the “Cure”): (A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank which is the subject of Buyer’s Notice to Seller in Section 8.5(b) above, or (B) posting cash. If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the creditworthiness or collateral requirements of Article Eight. (c) Notwithstanding the foregoing in Section 8.5(b), if, at any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch” negative or developing by S&P, or is on Xxxxx’x “watch list” under review for downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a demand to Seller by Notice (“LC Notice”) to provide a substitute Letter of Credit that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”). (i) If the Parties do not agree to a Substitute Letter of Credit by the end of the Substitute Bank Period, then Buyer shall provide Seller with Notice within five (5) Business Days following the expiration of the Substitute Bank Period (“Ineligible LC Bank Notice Period”) that either: (A) Buyer agrees to continue accepting the then currently outstanding Letter of Credit from the bank that is the subject of the LC Notice, but such bank shall no longer be an Eligible LC Bank (“Ineligible LC Bank”) and Buyer will not accept future or renewals of Letters of Credit from the Ineligible LC Bank; or (B) the bank that is the subject of the LC Notice is an Ineligible LC Bank and Seller shall then have thirty (30) days from the date of Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails to Cure, then the last paragraph in Section 8.5(b) shall apply to Seller. (ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails to provide a Notice during the Ineligible LC Bank Notice Period above, then Seller may continue providing the Letter of Credit posted immediately prior to the LC Notice. (d) In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.