Common use of Seller Letter of Credit Clause in Contracts

Seller Letter of Credit. (a) The Seller shall deliver the Seller Letter of Credit to the Purchaser within three (3) Business Days following Financial Closing. The Seller shall maintain in full force and effect the Seller Letter of Credit in the then-required amount, from the date of issuance of the Seller Letter of Credit until the date that is fifteen (15) Business Days following whichever shall first occur of: (i) Completion of 3rd Agreement Year after the Commercial Operations Date, or (ii) if this Agreement is terminated before the completion of 3rd Agreement year after Commercial Operations Date has occurred, the date which is thirty (30) Days following the date on which the termination of this Agreement is effective; (b) The Seller Letter of Credit shall be expressed to continue until the end of the period referred to in Section 2.1. The Purchaser shall return the Seller Letter of Credit to the Seller within fifteen (15) Business Days following the end of the period stipulated in Section 2.1. If the Seller provides a replacement or substitute Seller Letter of Credit satisfactory to the Purchaser, the Purchaser shall return the original Seller Letter of Credit within five (5) Business Days after receipt by the Purchaser of such replacement. (c) In the event that the Seller is required to pay liquidated damages to the Purchaser pursuant to Section 9.3, and the Seller fails to make any such payment of damages when due, then the Purchaser shall be entitled to draw or collect such amounts, less any amounts disputed by the Seller, from the Seller Letter of Credit upon presentation of a certificate of an authorized officer of the Purchaser stating that (A) amounts shown in the invoice accompanying the certificate are due and payable by the Seller to the Purchaser under this Agreement; and that

Seller Letter of Credit. (a) The Upon receipt of the notice by the AEDB (acting on behalf of the GOP) from the Agent of the occurrence of the financial closing (other than the delivery of the Seller Letter of Credit and issuance of the Guarantee), the Seller shall immediately deliver the Seller Letter of Credit to the Purchaser within three (3) Business Days following Financial ClosingPurchaser. The Seller shall maintain in full force and effect the Seller Letter of Credit in the then-then required amount, amount from the date of issuance of the Seller Letter of Credit until the date that is fifteen (15) Business Days following whichever shall first occur of: (i) Completion of 3rd Agreement Year after the Commercial Operations Date, ; or (ii) if this Agreement is terminated before the completion of 3rd Agreement year after Commercial Operations Date has occurred, the date which is thirty (30) Days following the date on which the termination of this Agreement is effective; (b) The Seller Letter of Credit shall be expressed to continue until the end of the period referred to in Section 2.12.7(a). The Purchaser shall return the Seller Letter of Credit to the Seller within fifteen (15) Business Days following the end of the period stipulated referred to in Section 2.12.7(a). If the Seller provides a replacement or substitute Seller Letter of Credit satisfactory to the Purchaser, the Purchaser shall return the original Seller Letter of Credit within five (5) Business Days after receipt by the Purchaser of such replacement. (c) In the event that the Seller is shall be required to pay liquidated damages to the Purchaser pursuant to Section 9.39.3(b) and/or pursuant to Section 16.7(b), and the Seller fails to make any such payment payments of damages when due, then the Purchaser shall be entitled to draw or collect such amounts, less any amounts disputed by the Seller, from the Seller Letter of Credit upon presentation of a certificate of an authorized officer of the Purchaser stating that (A1) amounts shown in the invoice accompanying the certificate are due and payable by the Seller to the Purchaser under this Agreement; , and thatthat (2) an invoice for such amount has been delivered to the Seller at least thirty (30) Days prior to the presentation of the certificate and either (a) no amounts shown in such invoice have been disputed by the Seller or (b) a portion of the amount shown in the invoice has been disputed by the Seller, identifying such disputed amount. The certificate shall be accompanied by the relevant invoice delivered to the Seller and any dispute notice delivered to the Purchaser by the Seller. The Purchaser shall not be entitled to draw from the Seller Letter of Credit any amounts shown in an invoice or demand delivered to the Seller that have been disputed by the Seller until such disputes are resolved in accordance with Article XVIII. (d) In the event that the Purchaser draws against any Seller Letter of Credit and it is subsequently determined that the Purchaser was not entitled to do so, then the Purchaser shall repay such amount to the Seller, together with all costs and expenses incurred by the Seller in connection with such drawing (including reasonable attorneys’ fees), plus interest thereon from the date of the draw through the date of repayment at the Delayed Payment Rate, compounded semi-annually and shall be computed for the actual number of Days on the basis of a three hundred and sixty-five (365) Day year. (e) Provided that the Seller Letter of Credit is delivered to the Purchaser within five (5) Business Days of its issuance, the Seller Letter of Credit shall have a term of not less than twelve (12) Months from the date of its issuance. If at any time that the Seller is required to maintain the Seller Letter of Credit pursuant to Section 2.7(a), the Seller Letter of Credit will expire within ten

Seller Letter of Credit. (a) The Seller shall deliver the Seller Letter of Credit as required in Section 2.1(d) to the Purchaser within three (3) Business Days following prior to the delivery of the notice of Financial ClosingClosing by the Agent to AEDB whereupon the Purchaser shall notify AEDB of its receipt of the Seller Letter of Credit. Upon Financial Closing being declared by AEDB, AEDB shall return the original Performance Guarantee to the Seller. The Seller shall maintain in full force and effect the Seller Letter of Credit in the then-required amount, amount from the date of issuance of the Seller Letter of Credit Effective Date until the date that is fifteen (15) Business Days following whichever shall first occur of: (i) Completion of 3rd Agreement Year after the Commercial Operations Date, ; or (ii) if this Agreement is terminated before the completion of 3rd Agreement year after Commercial Operations Date has occurred, the date which is thirty (30) Days following the date on which the termination of this Agreement is effective;; provided, that if the Seller is or is claimed to be liable to pay liquidated damages under Sections 2.9(b), 9.6 or 16.7(b) or on termination of this Agreement pursuant to Section 16.8, the Seller shall maintain the Seller Letter of Credit in an amount not less than the amount in dispute plus the Purchaser’s reasonable estimate of interest / mark up that will be payable thereon until any dispute in relation thereto has been finally resolved in accordance with this Agreement and all liabilities in relation thereto have been discharged in full. (b) The Seller Letter of Credit shall be expressed to continue until the end of the period referred to in Section 2.12.7(a) above. The Purchaser shall return the Seller Letter of Credit to the Seller within fifteen (15) Business Days following the end of the period stipulated referred to in Section 2.12.7(a). If the Seller provides a replacement or substitute Seller Letter of Credit satisfactory acceptable to and with the consent of the Purchaser, the Purchaser shall return the original Seller Letter of Credit within five (5) Business Days after receipt by the Purchaser of such replacement. (c) In the event that the Seller is shall be required to pay liquidated damages to the Purchaser pursuant to Section 9.3Purchaser, and the Seller fails to make any such payment payments of damages when due, then the Purchaser shall be entitled to draw or collect such amounts, less any amounts disputed in good faith and on reasonable grounds by the Seller, from the Seller Letter of Credit upon presentation of a certificate of an authorized officer of the Purchaser stating that (A1) amounts shown in the invoice accompanying the certificate are due and payable by the Seller to the Purchaser under this AgreementAgreement and (2) an invoice for such amount has been delivered to the Seller at least thirty (30) Days prior to the presentation of the certificate and either (a) no amounts shown in such invoice have been disputed by the Seller or (b) a portion of the amount shown in the invoice has been disputed by the Seller, identifying such disputed amount. The certificate shall be accompanied by the relevant invoice delivered to the Seller and any Invoice Dispute Notice delivered to the Purchaser by the Seller. The Purchaser shall not be entitled to draw from the Seller Letter of Credit any amounts shown in an invoice or demand delivered to the Seller that have been disputed by the Seller until such disputes are resolved in accordance with Article XVIII. (d) In the event that the Purchaser draws against any Seller Letter of Credit and it is subsequently determined that the Purchaser was not entitled to do so, then the Purchaser shall repay such amount to the Seller, together with all costs and expenses incurred by the Seller in connection with such drawing (including reasonable attorneys’ fees), plus interest thereon from the date of the draw through the date of repayment at the Delayed Payment Rate, compounded semi-annually and shall be computed for the actual number of Days on the basis of a three hundred and sixty-five (365) Day year. (e) Provided that the Seller Letter of Credit is delivered to the Purchaser within five (5) Business Days of its issuance, the Seller Letter of Credit shall have a term of not less than twelve (12) months from the date of its issuance. If at any time that the Seller is required to maintain the Seller Letter of Credit pursuant to Section 2.7(a), the Seller Letter of Credit will expire within ten (10) Days and the effective period of the Seller Letter of Credit has not been extended for a period of not less than ninety (90) Days or a replacement Seller Letter of Credit has not been delivered to the Purchaser with an effective period of not less than ninety (90) Days following the date of expiration of the existing Seller Letter of Credit, the Purchaser shall be entitled to immediately encash in full the Seller Letter of Credit; and thatprovided that upon delivery of a valid amendment extending the term of the Seller Letter of Credit or a replacement for the expired Seller Letter of Credit on the same terms, the Purchaser shall return to the Seller the amount received by the Purchaser in connection with the encashment of the Seller Letter of Credit less any amount properly retained pursuant to Section 2.7(d).

Seller Letter of Credit. (a) The Seller shall deliver the Seller Letter of Credit to the Purchaser within three (3) Business Days following prior to Financial Closing. The Seller shall maintain in full force and effect the Seller Letter of Credit in the then-required amount, from the date of issuance of the Seller Letter of Credit until the date that is fifteen (15) Business Days following whichever shall first occur of: (i) Completion of 3rd Agreement Year after the Commercial Operations Date, ; or (ii) if this Agreement is terminated before the completion of 3rd Agreement year after Commercial Operations Date has occurred, the date which is thirty (30) Days following the date on which the termination of this Agreement is effective; (b) The Seller Letter of Credit shall be expressed to continue until the end of the period referred to in Section 2.12.7(a). The Purchaser shall return the Seller Letter of Credit to the Seller within fifteen (15) Business Days following the end of the period stipulated in Section 2.12.7(a). If the Seller provides a replacement or substitute Seller Letter of Credit satisfactory to the Purchaser, the Purchaser shall return the original Seller Letter of Credit within five (5) Business Days after receipt by the Purchaser of such replacement. (c) In the event that the Seller is required to pay liquidated damages to the Purchaser pursuant to Sections 2.9(b), 9.3 and/or pursuant to Section 9.316.7(b), and the Seller fails to make any such payment of damages when due, then the Purchaser shall be entitled to draw or collect such amounts, less any amounts disputed by the Seller, from the Seller Letter of Credit upon presentation of a certificate of an authorized officer of the Purchaser stating that (A) amounts shown in the invoice accompanying the certificate are due and payable by the Seller to the Purchaser under this Agreement; and thatthat (B) an invoice for such amount has been delivered to the Seller at least thirty (30) Days prior to presentation of the certificate and, either (i) no amounts shown in such invoice have been disputed by the Seller, or (ii) a portion of the amount shown in the invoice has been disputed by the Seller, identifying such disputed amount. The certificate shall be accompanied by the relevant invoice delivered to the Seller and any dispute notice delivered to the Purchaser by the Seller. The Purchaser shall not be entitled to draw from the Seller Letter of Credit any amounts shown in an invoice or demand delivered to the Seller that have been disputed by the Seller until such disputes are resolved in accordance with Article XVIII. (d) In the event that the Purchaser draws against any Seller Letter of Credit and it is subsequently determined that the Purchaser was not entitled so to do, then the Purchaser shall repay such amount to the Seller, together with all costs and expenses incurred by the Seller in connection with such drawing (including reasonable attorneys’ fees), plus interest thereon from the date of the draw through the date of repayment at the Delayed Payment Rate, compounded semi- annually, and shall be computed for the actual number of Days on the basis of a three hundred and sixty-five (365) Day year. (e) Provided that the Seller Letter of Credit is delivered to the Purchaser within five (5) Business Days of its issuance, the Seller Letter of Credit shall have a term of not less than twelve (12) Months from the date of its issuance. If at any time while the Seller is required to maintain the Seller Letter of Credit pursuant to Section 2.7(a) and the Seller Letter of Credit would be due to expire within ten (10) Days unless the effective period of the Seller Letter of Credit has been extended for a period of not less than ninety (90) Days or a replacement Seller Letter of Credit on the same terms has not been delivered to the Purchaser with an effective period of not less than ninety (90) Days following the date of expiration of the existing Seller Letter of Credit, the Purchaser shall be entitled to immediately encash in full the Seller Letter of Credit; provided that the Purchaser shall return to the Seller the amount encashed (less any amount properly retained pursuant to Section 2.7(c)) upon delivery of a valid amendment extending the term of the Seller Letter of Credit or a replacement for the expired Seller Letter of Credit on the same terms.

Seller Letter of Credit. (a) The Seller shall deliver the Seller Letter of Credit as required in Section 2.1(d) to the Purchaser within three (3) Business Days following prior to the delivery of the notice of Financial ClosingClosing by the Agent to AEDB whereupon the Purchaser shall notify AEDB of its receipt of the Seller Letter of Credit. Upon Financial Closing being declared by AEDB, AEDB shall return the original Performance Guarantee to the Seller. The Seller shall maintain in full force and effect the Seller Letter of Credit in the then-required amount, amount from the date of issuance of the Seller Letter of Credit Effective Date until the date that is fifteen (15) Business Days following whichever shall first occur of: (i) Completion of 3rd Agreement Year after the Commercial Operations Date, ; or (ii) if this Agreement is terminated before the completion of 3rd Agreement year after Commercial Operations Date has occurred, the date which is thirty (30) Days following the date on which the termination of this Agreement is effective; (b) The Seller Letter of Credit shall be expressed to continue until the end of the period referred to in Section 2.12.7(a) above. The Purchaser shall return the Seller Letter of Credit to the Seller within fifteen (15) Business Days following the end of the period stipulated referred to in Section 2.12.7(a). If the Seller provides a replacement or substitute Seller Letter of Credit satisfactory acceptable to and with the consent of the Purchaser, the Purchaser shall return the original Seller Letter of Credit within five (5) Business Days after receipt by the Purchaser of such replacement. (c) In the event that the Seller is shall be required to pay liquidated damages to the Purchaser pursuant to Section 9.3Purchaser, and the Seller fails to make any such payment payments of damages when due, then the Purchaser shall be entitled to draw or collect such amounts, less any amounts disputed in good faith and on reasonable grounds by the Seller, from the Seller Letter of Credit upon presentation of a certificate of an authorized officer of the Purchaser stating that (A1) amounts shown in the invoice accompanying the certificate are due and payable by the Seller to the Purchaser under this Agreement; Agreement and that(2) an invoice for such amount has been delivered to the Seller at least thirty

Seller Letter of Credit. ‌ (a) The Upon AEDB’s receipt of (a) the Agent’s notice of the occurrence of Financial Closing or (b) the Effective Date, whichever is relevant(other than delivery of the Seller Letter of Credit, and issuance of the Guarantee), the Seller shall immediately deliver the Seller Letter of Credit to the Purchaser within three (3) Business Days following Financial ClosingPurchaser. The Seller shall maintain in full force and effect the Seller Letter of Credit in the then-then- required amount, from the date of issuance of the Seller Letter of Credit until the date that is fifteen (15) Business Days following whichever shall first occur of: (i) Completion of 3rd Agreement Year after the Commercial Operations Date, ; or (ii) if this Agreement is terminated before the completion of 3rd Agreement year after Commercial Operations Date has occurred, the date which is thirty (30) Days following the date on which the termination of this Agreement is effective; (b) The Seller Letter of Credit shall be expressed to continue until the end of the period referred to in Section 2.12.7 (a). The Purchaser shall return the Seller Letter of Credit to the Seller within fifteen (15) Business Days following the end of the period stipulated in Section 2.12.7(a). If the Seller provides a replacement or substitute Seller Letter of Credit satisfactory to the Purchaser, the Purchaser shall return the original Seller Letter of Credit within five (5) Business Days after receipt by the Purchaser of such replacement. (c) In the event that the Seller is be required to pay liquidated damages to the Purchaser pursuant to Section 9.39.3(b) and/or pursuant to Section 16.7(b), and the Seller fails to make any such payment of damages when due, then the Purchaser shall be entitled to draw or collect such amounts, less any amounts disputed by the Seller, from the Seller Letter of Credit upon presentation of a certificate of an authorized officer of the Purchaser stating that that– (A) amounts shown in the invoice accompanying the certificate are due and payable by the Seller to the Purchaser under this Agreement, and that (B) an invoice for such amount has been delivered to the Seller at least thirty (30) Days prior to presentation of the certificate and, either (i) no amounts shown in such invoice have been disputed by the Seller, or (ii) a portion of the amount shown in the invoice has been disputed by the Seller, identifying such disputed amount. The certificate shall be accompanied by the relevant invoice delivered to the Seller and any dispute notice delivered to the Purchaser by the Seller. The Purchaser shall not be entitled to draw from the Seller Letter of Credit any amounts shown in an invoice or demand delivered to the Seller that have been disputed by the Seller until such disputes are resolved in accordance with Article XVIII. (d) In the event that the Purchaser draws against any Seller Letter of Credit and it is subsequently determined that the Purchaser was not entitled so to do, then the Purchaser shall repay such amount to the Seller, together with all costs and expenses incurred by the Seller in connection with such drawing (including reasonable attorneys’ fees), plus interest thereon from the date of the draw through the date of repayment at the Delayed Payment Rate, compounded semi-annually, and shall be computed for the actual number of Days on the basis of a three hundred and sixty-five (365) Day year. (e) Provided that the Seller Letter of Credit is delivered to the Purchaser within five (5) Business Days of its issuance, the Seller Letter of Credit shall have a term of not less than twelve (12) Months from the date of its issuance. If at any time while the Seller is required to maintain the Seller Letter of Credit pursuant to Section 2.7(a) and the Seller Letter of Credit would be due to expire within ten (10) Days without the effective period of the Seller Letter of Credit being extended for a period of not less than ninety (90) Days or a replacement Seller Letter of Credit on the same terms being delivered to the Purchaser with an effective period of not less than ninety (90) Days following the date of expiration of the existing Seller Letter of Creditthe Purchaser shall be entitled to immediately encash in full the Seller Letter of Credit; and thatprovidedthat the Purchaser shall return to the Seller the amount encashed (less any amount properly retained pursuant to Section 2.7(c)) upon delivery of a valid amendment extending the term of the Seller Letter of Credit or a replacement for the expired Seller Letter of Credit on the same terms.

Seller Letter of Credit. (a) The Seller NACC shall deliver the Seller Letter of Credit at Closing and cause the Letter of Credit to remain outstanding until the Purchaser within later of (i) three hundred ninety-five (3395) Business Days days following Financial Closing. The Seller shall maintain in full force and effect the Seller Closing (consisting of the initial three hundred sixty-four (364) day period covered by the Letter of Credit in originally issued at Closing and the thenthirty-required amount, from the date of issuance of the Seller one (31) day period covered by a replacement Letter of Credit until or renewal of the original Letter of Credit) (the “Minimum Letter of Credit Period”) and (ii) the resolution and receipt by Purchaser Indemnitees of payment for any claims made under this ARTICLE X (“Claims”) and pending on the last day of the Minimum Letter of Credit Period (such Claims, the “Letter of Credit Claims”), including receipt of payment following a Final Order issued with respect to any such Claims (if applicable); provided, that, at all times after the Minimum Letter of Credit Period, the stated amount of the Letter of Credit may be reduced to an amount not to exceed one hundred fifty percent (150%) of the aggregate amount of all Damages claimed by Purchasers under Claims Notice(s) with respect to then pending Letter of Credit Claims. The Letter of Credit shall contain a provision for at least thirty (30) days’ advance notice to Purchasers of any non-renewal, expiration or earlier termination of the Letter of Credit so as to allow Purchasers sufficient time to exercise their rights thereunder if NACC fails to extend or replace the Letter of Credit. If any Claim or Claims Dispute exists on the date that is fifteen (15) Business Days following whichever shall first occur of: (i) Completion of 3rd Agreement Year after the Commercial Operations Date, or (ii) if this Agreement is terminated before the completion of 3rd Agreement year after Commercial Operations Date has occurred, the date which is thirty (30) Days following days prior to any expiration date of the Letter of Credit, no later than such thirtieth (30th) day prior to each expiration date of the Letter of Credit, NACC shall cause the renewal or extension of the Letter of Credit for an additional consecutive term of ninety (90) days. If the Letter of Credit is not renewed or extended as required herein, Purchasers shall have the right to make a drawing (a “Drawing”) immediately under the Letter of Credit (x) in the case of the required extension or renewal of the Letter of Credit originally issued at Closing for an additional consecutive term of thirty-one (31) days, equal to the full stated amount thereof, and (y) in the case an extension or renewal required by the immediately preceding sentence, in an amount equal to the lesser of (A) the full stated amount thereof and (B) one hundred fifty percent (150%) of the aggregate amount of all Damages claimed by Purchasers under the Claims Notice(s) with respect to such pending Claim(s). The proceeds of such Drawing, if any, shall be held in an interest bearing escrow account with Issuing Bank as escrow agent with instructions to pay Claims made by Purchaser Indemnitees, such instructions to be in a form reasonably satisfactory to NACC. Cash held in such escrow account may be deposited in a fund fully insured by an agency of the United States government or consisting of short-term United States Treasury obligations, with all investment income thereon to be taxable to, and to accrue for the benefit of, NACC, and NACC shall be entitled to quarterly account sweeps for recovery of interest earned on such cash. NACC hereby grants to Purchasers a present and continuing first priority security interest in all cash which has been transferred to the termination of Issuing Bank as escrow agent pursuant to this Agreement is effective;Section 10.9(a). (b) As soon as reasonably practicable after a Purchaser Indemnitee has knowledge of any Claim, such Purchaser Indemnitee shall give written notice of such Claim to Sellers (a “Claims Notice”). The Seller Claims Notice shall describe the Claim in reasonable detail and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Damages asserted or which may be asserted by reason thereof. In the case of any estimated Damages contained in a Claims Notice, such Purchaser Indemnitee shall provide a subsequent Claims Notice once such Damages have been determined. (c) If Sellers dispute such Claim, Sellers shall give written notice to such Purchaser Indemnitee (a “Claims Dispute”), which shall describe the Claims Dispute in reasonable detail and shall indicate the amount of any portion of the Claim that is undisputed, if any, within thirty (30) days following receipt by Sellers of the Claims Notice regarding such Claim. If Sellers deliver such a Claims Dispute, the Claim must be resolved as provided in Section 10.9(d) below. If no Claims Dispute is received by such Purchaser Indemnitee within such thirty (30)-day period, then the amount of Damages claimed by such Purchaser Indemnitee as set forth in the Claims Notice will be deemed established for purposes of this Agreement and if, at the end of such thirty (30)-day period, Sellers have not made payment to such Purchaser Indemnitee of an amount equal to such Damages, such Purchaser Indemnitee shall be entitled to request a Drawing for Damages in the amount claimed in the applicable Claims Notice. If the Claims Dispute is solely based on the amount of Damages involved in the Claim, then the undisputed amount of Damages claimed by such Purchaser Indemnitee as set forth in the Claims Notice will be deemed established for purposes of this Agreement and if, at the end of such thirty (30)-day period, Sellers have not made payment to such Purchaser Indemnitee of such undisputed amount, such Purchaser Indemnitee shall be entitled to request a Drawing for Damages in the amount claimed in the applicable Claims Notice. (d) If Sellers timely provide a Claims Dispute to any Claims Notice in accordance with Section 10.9(c), and the dispute is not otherwise resolved by such Purchaser Indemnitee and Sellers, the Purchaser Indemnitee may seek an order, judgment or decree from a court of competent jurisdiction that sets forth an amount of Damages owed by Sellers to such Purchaser Indemnitee. Once such order, judgment or decree becomes final and nonappealable (a “Final Order”), Sellers shall, within ten (10) Business Days of the issuance of such Final Order, make payment to such Purchaser Indemnitee of the amount of such Damages in compliance with such Final Order. If Sellers have not made such payment, then the Purchaser Indemnitee may request a Drawing for Damages in the amount of such Damages. (e) Notwithstanding anything to the contrary contained herein, in no event shall a Drawing for Damages be made in an amount that is greater than the maximum amount then available to be drawn under the Letter of Credit. In addition, the Letter of Credit shall be expressed permanently reduced by the amount of such Drawing and Sellers shall have no obligation to continue until increase the amount of the Letter of Credit. Each Drawing presented to the Issuing Bank shall be made in accordance with the terms of the Letter of Credit. (f) Upon receipt by any Purchaser Indemnitee of the proceeds of any Drawing, all indemnification obligations of Sellers for Damages for which such Purchaser Indemnitee is entitled to be indemnified for such Claim under this ARTICLE X shall be discharged in an amount equal to the amount of such proceeds so received. (g) Purchasers agree to take all actions requested by Sellers to release the Letter of Credit (or funds held in escrow pursuant to Section 10.9(a)) upon the later of (i) the end of the period referred to in Section 2.1. The Purchaser shall return the Seller Minimum Letter of Credit to Period and (ii) the Seller within fifteen (15) Business Days following resolution and receipt by Purchaser Indemnitees of payment for all Claims pending on the end last day of the period stipulated in Section 2.1. If the Seller provides a replacement or substitute Seller Minimum Letter of Credit satisfactory Period, including receipt of payment following a Final Order issued with respect to the Purchaser, the Purchaser shall return the original Seller Letter of Credit within five (5) Business Days after receipt by the Purchaser of such replacement. (c) In the event that the Seller is required to pay liquidated damages to the Purchaser pursuant to Section 9.3, and the Seller fails to make any such payment of damages when due, then the Purchaser shall be entitled to draw or collect such amounts, less any amounts disputed by the Seller, from the Seller Letter of Credit upon presentation of a certificate of an authorized officer of the Purchaser stating that Claims (A) amounts shown in the invoice accompanying the certificate are due and payable by the Seller to the Purchaser under this Agreement; and thatif applicable).

Seller Letter of Credit. (a) The On the Effective Date, the Seller shall deliver have delivered to the Purchaser the Seller Letter of Credit as required in Section 2.1(d) and the Purchaser shall notify AEDB of its receipt of the Seller Letter of Credit and request AEDB to return the Performance Guarantee to the Purchaser within three (3) Business Days following Financial ClosingSeller. The Seller shall maintain in full force and effect the Seller Letter of Credit in the then-required amount, amount from the date of issuance of the Seller Letter of Credit Effective Date until the date that is fifteen (15) Business Days following whichever shall first occur of: (i) Completion of 3rd Agreement Year after the Commercial Operations Date, ; or (ii) if this Agreement is terminated before the completion of 3rd Agreement year after Commercial Operations Date has occurred, the date which is thirty (30) Days following the date on which the termination of this Agreement is effective;; provided, that if the Seller is or is claimed to be liable to pay liquidated damages under Section 9.3 or on termination of this Agreement pursuant to Section 16.8, the Seller shall maintain the Seller Letter of Credit in an amount not less than the amount in dispute plus the Purchaser’s reasonable estimate of the Delayed Payment Rate that will be payable thereon until any dispute in relation thereto has been finally resolved in accordance with this Agreement and all liabilities in relation thereto have been discharged in full. (b) The Seller Letter of Credit shall be expressed to continue until the end of the period referred to in Section 2.12.7(a) above. The Purchaser shall return the Seller Letter of Credit to the Seller within fifteen (15) Business Days following the end of the period stipulated referred to in Section 2.12.7(a). If the Seller provides a replacement or substitute Seller Letter of Credit satisfactory to the Purchaser, the Purchaser shall return the original Seller Letter of Credit within five (5) Business Days after receipt by the Purchaser of such replacement. (c) In the event that the Seller is shall be required to pay liquidated damages to the Purchaser pursuant to Section 9.3Purchaser, and the Seller fails to make any such payment payments of damages when due, then the Purchaser shall be entitled to draw or collect such amounts, less any amounts disputed by the Seller, from the Seller Letter of Credit upon presentation of a certificate of an authorized officer of the Purchaser stating that (A1) amounts shown in the invoice accompanying the certificate are due and payable by the Seller to the Purchaser under this Agreement, and that (2) an invoice for such amount has been delivered to the Seller at least thirty (30) Days prior to the presentation of the certificate and either (a) no amounts shown in such invoice have been disputed by the Seller or (b) a portion of the amount shown in the invoice has been disputed by the Seller, identifying such disputed amount. The certificate shall be accompanied by the relevant invoice delivered to the Seller and any Invoice Dispute Notice delivered to the Purchaser by the Seller. The Purchaser shall not be entitled to draw from the Seller Letter of Credit any amounts shown in an invoice or demand delivered to the Seller that have been disputed by the Seller until such amounts are determined by the Expert or an arbitrator to be payable to the Purchaser in accordance with Article XVIII. (d) In the event that the Purchaser draws against any Seller Letter of Credit and it is subsequently determined that the Purchaser was not entitled to do so, then the Purchaser shall repay such amount to the Seller, together with all costs and expenses incurred by the Seller in connection with such drawing (including reasonable attorneys’ fees), plus interest thereon from the date of the draw through the date of repayment at the Delayed Payment Rate, compounded semi-annually and shall be computed for the actual number of Days on the basis of a three hundred and sixty-five (365) Day year. (e) Provided that the Seller Letter of Credit is delivered to the Purchaser within five (5) Business Days of its issuance, the Seller Letter of Credit shall have a term of not less than twelve (12) Months from the date of its issuance. If at any time that the Seller is required to maintain the Seller Letter of Credit pursuant to Section 2.7(a), the Seller Letter of Credit will expire within ten (10) Days and the effective period of the Seller Letter of Credit has not been extended for a period of not less than ninety (90) Days or a replacement Seller Letter of Credit has not been delivered to the satisfaction of the Purchaser with an effective period of not less than ninety (90) Days following the date of expiration of the existing Seller Letter of Credit, the Purchaser shall be entitled to immediately encash in full the Seller Letter of Credit; and thatprovided, that the Purchaser shall return to the Seller the amount encashed (less any amount properly retained pursuant to Section 2.7(c)) upon delivery of a valid amendment extending the term of the Seller Letter of Credit or a replacement for the expired Seller Letter of Credit to the satisfaction of the Purchaser.

Seller Letter of Credit. (a) The Seller shall deliver the Seller Letter of Credit to the Purchaser within three (3) Business Days following at or prior to Financial Closing. The Seller Letter of Credit shall have a term of twelve (12) Months from the date of issuance and shall be substantially in the form set forth in Schedule 9. The Seller shall maintain in full force and effect the Seller Letter of Credit in the then-required amount, from the date of issuance of the Seller Letter of Credit until the date that is fifteen thirty (1530) Business Days following whichever shall first occur of: (i) Completion of 3rd Agreement Year after the Commercial Operations Date, ; or (ii) if this Agreement is terminated before the completion of 3rd Agreement year after Commercial Operations Date has occurred, the date which is thirty (30) Days following the date on which the termination of this Agreement is effective; (iii) (the “LC Expiry Date”) (b) The Seller Letter of Credit shall be expressed to continue until the end of the period referred to in Section 2.12.7(a). The Purchaser shall return the Seller Letter of Credit to the Seller within fifteen (15) Business Days following the end of the period stipulated in Section 2.12.7(a). If the Seller provides a replacement or substitute Seller Letter of Credit satisfactory to the Purchaser, the Purchaser shall return the original Seller Letter of Credit within five (5) Business Days after receipt by the Purchaser of such replacement. (c) In the event the Seller fails to achieve Commercial Operations Date fifteen (15) Business Days prior to the expiration of the Seller Letter of Credit (including any extension or replacement thereof), the Seller shall extend the Seller Letter of Credit up to the then scheduled LC Expiry Date or provide a replacement Seller Letter of Credit, which shall have a term of not less than the then scheduled LC Expiry Date. (d) In the event that the Seller is required to pay liquidated damages to the Purchaser pursuant to Sections 2.9(b), Section 9.3, 9.3(b) and/or pursuant to Section 16.7(b) and the Seller fails to make any such payment of damages when dueliquidated damages, then the Purchaser shall be entitled to draw or collect such amounts, less any amounts disputed by the Seller, from the Seller Letter of Credit upon presentation of a certificate of an authorized officer of the Purchaser stating that (A) amounts shown in the invoice accompanying the certificate are due and payable by the Seller to the Purchaser under this Agreement; and thatthat (B) an invoice for such amount has been delivered to the Seller at least thirty (30) Days prior to presentation of the certificate and, either (i) no amounts shown in such invoice have been disputed by the Seller, or (ii) a portion of the amount shown in the invoice has been disputed by the Seller, identifying such disputed amount. The certificate shall be accompanied by the relevant invoice delivered to the Seller and any dispute notice delivered to the Purchaser by the Seller. The Purchaser shall not be entitled to draw from the Seller Letter of Credit any amounts shown in an invoice or demand delivered to the Seller that have been disputed by the Seller until such disputes are resolved in accordance with Article XVIII. The Purchaser shall also have the right to draw or collect the full available amount of a Seller Letter of Credit issued pursuant to Sections 2.7(a) if it is not replaced as required pursuant to this Section 2.7 upon presentation of a certificate of an authorised officer of the Purchaser stating that the term of such Seller Letter of Credit will expire within ten (10) Business Days of the date of the certificate, the Seller has failed to deliver a replacement Seller Letter of Credit in accordance with this Section 2.7 and such Seller Letter of Credit is still required under the terms of this Section 2.7; provided, that the Purchaser shall return to the Seller the amount encashed (less any amount properly retained pursuant to Section 2.7) upon delivery of a valid amendment extending the term of the Seller Letter of Credit or a replacement for the expired Seller Letter of Credit. (e) In the event that the Purchaser draws against any Seller Letter of Credit and it is subsequently determined that the Purchaser was not entitled so to do, then the Purchaser shall repay such amount to the Seller, together with all costs and expenses incurred by the Seller in connection with such drawing, plus interest thereon from the date of the draw through the date of repayment at the Delayed Payment Rate, compounded semi-annually, and shall be computed for the actual number of Days on the basis of a three hundred and sixty-five (365) Day year.