Common use of Terms of Letters of Credit Clause in Contracts

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York.

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York.

Terms of Letters of Credit. Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (a) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (b) be a standby letter of credit issued to support obligations have an expiry date of the Borrower or any earlier of their Subsidiaries, contingent or otherwise, incurred in (i) the ordinary course of business, (c) expire on a date no more than one (1) year after the from its date of issuance and (ii) the date which is thirty (30) days prior to the Revolving Credit Loan Maturity Date; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the Administrative Agent but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the date that is thirty (30) days prior to the Revolving Credit Loan Maturity Date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or last renewal as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Revolving Credit Loan Maturity Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrowers deliver to the Administrative Agent for its benefit and the benefit of the Administrative Agent and the Revolving Credit Lenders no later than thirty (30) days prior to the Revolving Credit Loan Maturity Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Maximum Drawing Amount of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a the obligations of the Borrowers under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrowers fail to provide Cash Collateral with respect to any Extended Letter of Credit may extend beyond by the fifth date thirty (5th30) Business Day days prior to the Revolving Credit Loan Maturity Date if Date, such failure shall be treated as a drawing under such Extended Letter of Credit (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount Maximum Drawing Amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity DateCredit), each Fronted L/C Participant which shall be released from its obligation reimbursed (or participations therein funded) by the Revolving Credit Lenders in accordance with §5.4 and §5.5, with the proceeds being utilized to participate in any Fronted provide Cash Collateral for such Letter of Credit. Each Letter of Credit on the Maturity Date; providedissued, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) renewed hereunder shall be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (2007 Revision), as set forth International Chamber of Commerce Publication No. 600 or any successor version thereto adopted by the Administrative Agent in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the “Uniform Customs”) or, in the case of a standby Letter of Credit, either the Uniform Customs or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Issuing Lender and, to Administrative Agent in the extent not inconsistent therewith, ordinary course of its business as a standby letter of credit issuer and in effect at the laws time of the State issuance of New Yorksuch Letter of Credit.

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (cA) expire on a date no more than one twelve (112) year months after the date of issuance or last renewal or extension of such Letter of CreditCredit (subject to automatic renewal or extension for additional one (1) year periods (but not to a date later than the date set forth below) pursuant to the terms of the Letter of Credit Documents or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving A Loan Maturity Date; provided, that and (B) unless otherwise expressly agreed by the Issuing Lender and the Borrower when a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereofis issued by it, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98UCP, in the case of a commercial Letter of Credit, or ISP, in the case of a standby Letter of Credit, in each case as set forth in the applicable Letter of Credit Application Documents or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkOregon. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (v) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any applicable law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of the Closing Date and that the Issuing Lender in good xxxxx xxxxx material to it, (w) the conditions set forth in Section 5.2 are not satisfied, (x) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally, (y) the proceeds of which would be made available to any Person (I) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (II) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (z) any Revolving A Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or Columbia – Second Amended and Restated Credit Agreement potential Fronting Exposure (after giving effect to Section 3.7) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. On and after the First Amendment Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.

Terms of Letters of Credit. Each At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is thirty (30) days prior to the Revolving Credit Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the Issuing Bank but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the date that is thirty (30) days prior to the Revolving Credit Termination Date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Revolving Credit Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the Issuing Bank and the Revolving Lenders no later than 30 days prior to the Revolving Credit Termination Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Revolving Credit Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Revolving Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of at least $100,000 300,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) may be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior acceptable to the Maturity Date; providedBorrower, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent Issuing Bank and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York).

Terms of Letters of Credit. (a) Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (ai) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (bii) be a standby letter (A) with respect of credit Tranche A Letters of Credit issued to support obligations of the Borrower or any of their SubsidiariesLloyd’s, contingent or otherwise, incurred be issued in the ordinary course of business, (c) expire on a Pounds Sterling and have an expiry date no more later than one the date which is four (14) year after years from the date of issuance or last renewal of such Letter of Credit, which (B) with respect to all other Tranche A Letters of Credit, be issued in Dollars and have an expiry date shall be no later than the fifth date which is one (5th1) Business Day prior to year from the Maturity Date; provided, that a date of issuance of such Tranche A Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereofCredit, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under all Tranche B Letters of Credit, be issued in Dollars or Canadian Dollars and have an expiry date no later than the date which is one (1) year from the date of issuance of such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Credit. Each Letter of Credit on the Maturity Date; providedso issued, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) renewed shall be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (1993 Revision), as set forth International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Applicable Issuing Party in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the “Uniform Customs”) or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Applicable Issuing Lender andParty in the ordinary course of its business as standby letter of credit issuers and in effect at the time of issuance of such Letter of Credit, in each case to the extent not inconsistent therewithwith (x) in the case of Letters of Credit issued to Lloyds, English law and, in the case of all other Letters of Credit, New York law. Letters of Credit may be issued at any time prior to the applicable Commitment Termination Date. In the event of any conflict between the terms of any Letter of Credit Application and this Reimbursement and Pledge Agreement, the laws terms of the State this Reimbursement and Pledge Agreement shall govern. Letters of New YorkCredit denominated in Alternative Currencies, shall be issued in a minimum Alternative Currency Equivalent of $100,000 and all Letters of Credit denominated in Dollars shall be issued in a minimum face amount of $1,000.

Terms of Letters of Credit. Each At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the Issuing Bank and the Borrower, such approvals not to be unreasonably withheld or delayed. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is 5 days prior to the Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-extension from the Issuing Bank but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the date that is 5 days prior to the Termination Date; provided, further, that a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for the benefit of the Issuing Bank and the Lenders no later than 30 days prior to the Termination Date Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of at least $100,000 50,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) may be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior acceptable to the Maturity Date; providedBorrower, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent Issuing Bank and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York).

Terms of Letters of Credit. Each At the time of issuance, the form, terms and conditions of each Letter of Credit Credit, and of any drafts or acceptances thereunder, shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed subject to approval by the applicable Issuing Lender(s))Bank in accordance with its customary standards therefor. Notwithstanding the foregoing, in no event may (bi) be a standby letter the expiration date of credit issued to support obligations any Letter of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no Credit extend more than one (1) year after beyond the latest then applicable Revolving Credit Maturity Date, or (ii) any Letter of Credit have an initial duration in excess of one year. If a Borrower so requests, an Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance or last renewal of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, which date the applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Multicurrency Tranche Revolving Credit Lenders shall be no deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the fifth date that is thirty (5th30) Business Day days prior to the latest then applicable Revolving Credit Maturity Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.4.(a) or otherwise), or (B) it has received notice (which may be telephonic or written) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Requisite Multicurrency Tranche Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Multicurrency Tranche Revolving Credit Lender or the applicable Borrower that one or more of the applicable conditions specified in Section 6.2. is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension. Notwithstanding the foregoing (but subject to the provisions of clauses (A) and (B) of the immediately preceding sentence), a Letter of Credit may extend may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the fifth (5th) Business Day prior to the latest then applicable Revolving Credit Maturity Date if (Aany such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the applicable Borrower (or, with respect to any Letter of Credit issued for the account of a Borrower other than the Company, the Company) delivers to the Administrative Agent and each applicable Issuing Lender consents in writing prior to for the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name benefit of the applicable Issuing Bank no later than thirty (30) days prior to thesuch Revolving Credit Maturity Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the relevant Borrower under this Section and Section 2.9.(b)(iii) in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the relevant Borrower or the Company fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date thirty (30) days prior to the latest then applicable Revolving Credit Maturity Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Multicurrency Tranche Revolving Credit Lenders in accordance with subsections (i) and Fronted L/C Participants(j) of this Section 2.4., with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall be at least a Dollar Amount of $250,000 (or such lesser amount as applicable, as cash collateral pursuant to documentation may be reasonably satisfactory acceptable to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkBank).

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (cA) expire on a date no more than one twelve (112) year months after the date of issuance or last renewal or extension of such Letter of CreditCredit (subject to automatic renewal or extension for additional one (1) year periods (but not to a date later than the date set forth below) pursuant to the terms of the Letter of Credit Documents or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that and (B) unless otherwise expressly agreed by the applicable Issuing Lender and the Borrower when a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereofis issued by it, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98UCP, in the case of a commercial Letter of Credit, or ISP, in the case of a standby Letter of Credit, in each case as set forth in the applicable Letter of Credit Application Documents or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkOregon. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (v) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any applicable law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date (or such later date such Person first became an Issuing Lender hereunder) and that such Issuing Lender in good faith dexxx xxxxxxxl to it, (w) the conditions set forth in Section 5.2 are not satisfied, (x) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit issued by it generally, (y) the proceeds of which would be made available to any Person (I) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (II) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (z) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.7) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued by such Issuing Lender or that Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. On and after the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.

Terms of Letters of Credit. Each At the time of issuance, the form, terms and conditions of each Letter of Credit Credit, and of any drafts or acceptances thereunder, shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed subject to approval by the applicable Issuing Lender(s))Bank in accordance with its customary standards therefor. Notwithstanding the foregoing, in no event may (bi) be a standby letter the expiration date of credit issued to support obligations any Letter of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no Credit extend more than one (1) year after beyond the Revolving Credit Maturity Date, or (ii) any Letter of Credit have an initial duration in excess of one year. If a Borrower so requests, an Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto- Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance or last renewal of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, which date the applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Multicurrency Tranche Revolving Credit Lenders shall be no deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the fifth date that is thirty (5th30) Business Day days prior to the Revolving Credit Maturity Date; provided, however, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.4.(a) or otherwise), or (B) it has received notice (which may be telephonic or written) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent and each applicable Issuing Lender consents in writing prior that the Requisite Multicurrency Tranche Revolving Credit Lenders have elected not to the issuance thereof, permit such extension or (B2) the Borrower has deposited in an account with from the Administrative Agent, in any Multicurrency Tranche Revolving Credit Lender or the name applicable Borrower that one or more of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York.conditions specified in

Terms of Letters of Credit. Each Letter of Credit shall (ai) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s))Dollars, (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (cii) expire on a date no more than one twelve (112) year months after the date of issuance or last renewal or extension of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that and (iii) unless otherwise expressly agreed by the applicable Issuing Lender and the Borrower when a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereofis issued by it, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, ISP as set forth in the applicable Letter of Credit Application Documents or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, (B) the conditions set forth in Section 5.2 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (D) the proceeds of which would be made available to any Person (x) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (y) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (E) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 4.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Terms of Letters of Credit. Each At the time of issuance, the amount, form, terms and conditions of each Letter of Credit Credit, and of any drafts or acceptances thereunder, shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed subject to approval by the applicable Issuing Lender(s))Bank and the Borrower. Notwithstanding the foregoing, in no event may (bi) be the expiration date of any Letter of Credit extend beyond the date that is 30 days prior to the Revolving Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year; provided, however, a standby letter Letter of credit issued to support obligations Credit may contain a provision providing for the automatic extension of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred expiration date in the ordinary course absence of business, (c) expire on a notice of non-renewal from the applicable Issuing Bank but in no event shall any such provision permit the extension of the expiration date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which Credit beyond the date shall be no later than the fifth that is thirty (5th30) Business Day days prior to the Maturity Revolving Termination Date; provided, further, that a Letter of Credit may extend (any such Letter of Credit being referred to as an “Extended Letter of Credit”) may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the fifth (5th) Business Day date that is 30 days prior to the Maturity Revolving Termination Date if (A) so long as the Borrower delivers to the Administrative Agent for its benefit and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name benefit of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent Bank and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date Revolving Lenders no later than the fifth (5th) Business Day 30 days prior to the Maturity Revolving Termination Date and (C) except with respect to drawings made under Cash Collateral for such Letter of Credit on or for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Maturity Revolving Termination Date, each Fronted L/C Participant such failure shall be released from its obligation to participate in any Fronted treated as a drawing under such Extended Letter of Credit on the Maturity Date; provided, further that (in an amount equal to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements maximum Stated Amount of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced Credit), which shall be reimbursed (or participations therein funded) by the Revolving Lenders in accordance with the immediately following subsections (i) and (d) be subject j), with the proceeds being utilized to the Uniform Customs and/or ISP98, as set forth in the applicable provide Cash Collateral for such Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkCredit.

Terms of Letters of Credit. Each At the time of issuance, the form, terms and conditions of each Letter of Credit Credit, and of any drafts or acceptances thereunder, shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed subject to approval by the applicable Issuing Lender(s))Bank in accordance with its customary standards therefor. Notwithstanding the foregoing, in no event may (bi) be a standby letter the expiration date of credit issued to support obligations any Letter of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no Credit extend more than one (1) year after beyond the Revolving Credit Maturity Date, or (ii) any Letter of Credit have an initial duration in excess of one year. If a Borrower so requests, an Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance or last renewal of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, which date the applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Multicurrency Tranche Revolving Credit Lenders shall be no deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the fifth date that is thirty (5th30) Business Day days prior to the Revolving Credit Maturity Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.4.(a) or otherwise), or (B) it has received notice (which may be telephonic or written) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Requisite Multicurrency Tranche Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Multicurrency Tranche Revolving Credit Lender or the applicable Borrower that one or more of the applicable conditions specified in Section 6.2. is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension. Notwithstanding the foregoing (but subject to the provisions of clauses (A) and (B) of the immediately preceding sentence), a Letter of Credit may extend may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the fifth (5th) Business Day prior to the Revolving Credit Maturity Date if (Aany such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the applicable Borrower (or, with respect to any Letter of Credit issued for the account of a Borrower other than the Company, the Company) delivers to the Administrative Agent and each applicable Issuing Lender consents in writing prior to for the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name benefit of the applicable Issuing Bank no later than thirty (30) days prior to the Revolving Credit Maturity Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the relevant Borrower under this Section and Section 2.9.(b)(iii) in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the relevant Borrower or the Company fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date thirty (30) days prior to the Revolving Credit Maturity Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Multicurrency Tranche Revolving Credit Lenders in accordance with subsections (i) and Fronted L/C Participants(j) of this Section 2.4., with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall be at least a Dollar Amount of $250,000 (or such lesser amount as applicable, as cash collateral pursuant to documentation may be reasonably satisfactory acceptable to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkBank).

Terms of Letters of Credit. Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (a) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (b) be have an expiry date no later than the date which is fourteen (14) days (or, if the Letter of Credit is confirmed by a standby letter confirmer or otherwise provides for one or more nominated persons, forty-five (45) days) prior to the Maturity Date. Subject to clause (b) above, each Letter of credit issued Credit shall expire (without giving effect to support obligations any extension thereof by reason of an interruption of business) at or prior to the Borrower or any close of their Subsidiariesbusiness 365 days, contingent or otherwise, incurred in the ordinary course case of businessstandby Letters of Credit, (c) expire on a date no more than one (1) year or 180 days, in the case of documentary Letters of Credit, after the date of the issuance of such Letter of Credit (or, in the case of any renewal or last extension thereof, 365 days or 180 days, as applicable, after such renewal or extension) provided that the Issuing Bank may, in its sole and absolute discretion, agree to issue any such standby Letter of Credit providing for automatic extensions thereof to a date not later than 365 days beyond its current expiration date; PROVIDED that any such automatic extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit, which date shall be no ) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under time such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted is issued. Each Letter of Credit on the Maturity Date; providedso issued, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) renewed shall be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (1993 Revision), as set forth International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Issuing Bank in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the "Uniform Customs") or, in the case of a standby Letter of Credit, either the Uniform Customs or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Issuing Lender and, to Bank in the extent not inconsistent therewith, ordinary course of its business as a standby letter of credit issuer and in effect at the laws time of the State issuance of New Yorksuch Letter of Credit.

Terms of Letters of Credit. Each Existing Letter of Credit issued under the Original Agreement, and any extension or renewal thereof, shall, among other things, (a) provide for the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied by the documents described therein, and (b) have an expiration date no later than the date which is thirty (30) days (or, if the Existing Letter of Credit is confirmed by a confirmer or otherwise provides for one or more nominated persons, sixty (60) days) prior to the Revolver Maturity Date. Subject to clause (b) above, each Existing Letter of Credit shall expire (awithout giving effect to any extension thereof by reason of an interruption of business) be denominated in Dollars in a minimum amount at or prior to the close of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s))business 365 days, (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course case of businessstandby Letters of Credit, (c) expire on a date no more than one (1) year or 180 days, in the case of documentary Letters of Credit, after the date of the issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Existing Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agentor, in the name case of the applicable Issuing Lenders and Fronted L/C Participantsany renewal or extension thereof, 365 days or 180 days, as applicable, as cash collateral pursuant after such renewal or extension); provided that the Issuing Bank may, in its unrestricted discretion, agree to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under extend or renew any such Existing Letter of Credit on or prior upon terms providing for automatic extensions thereof to the Maturity Date, each Fronted L/C Participant shall be released from a date not later than 365 days beyond its obligation to participate in current expiration date; and provided further that any Fronted such automatic extension of an Existing Letter of Credit on must permit the Maturity Date; provided, further that Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Existing Letter of Credit) by giving prior notice to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Existing Letter of Credit has been replaced and (d) is extended or renewed. Each Existing Letter of Credit so extended or renewed shall be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (1993 Revision), as set forth International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Issuing Bank in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Existing Letter of Credit Application (the “Uniform Customs”) or, in the case of a standby Existing Letter of Credit, either the Uniform Customs or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Issuing Lender and, Bank in the ordinary course of its business as a standby letter of credit issuer and in effect at the time of issuance of such Existing Letter of Credit. No Existing Letter of Credit shall be for less than $500,000.00 (unless otherwise agreed to by the extent not inconsistent therewith, the laws of the State of New YorkIssuing Bank).

Terms of Letters of Credit. Each At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is 10 Business Days prior to the Termination Date, or (ii) any Letter of Credit have a duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the Issuing Bank but in no event shall any such provision permit the extension of the current expiration date of such Letter of Credit beyond the earlier of (x) the date that is 10 Business Days prior to the Termination Date and (y) the date one year after the current expiration date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the Issuing Bank and the Lenders no later than 10 Business Days prior to the Termination Date, Cash Collateral for such Extended Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Extended Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 10 Business Days prior to the Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Extended Letter of Credit. The initial Stated Amount of each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of at least $100,000 2,000,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) may be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior acceptable to the Maturity Date; providedIssuing Bank, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkBorrower).

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (cA) expire on a date no more than one twelve (112) year months after the date of issuance or last renewal or extension of such Letter of CreditCredit (subject to automatic renewal or extension for additional one (1) year periods (but not to a date later than the date set forth below) pursuant to the terms of the Letter of Credit Documents or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving A Loan Maturity Date; provided, that and (B) unless otherwise expressly agreed by the Issuing Lender and the Borrower when a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereofis issued by it, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98UCP, in the case of a commercial Letter of Credit, or ISP, in the case of a standby Letter of Credit, in each case as set forth in the applicable Letter of Credit Application Documents or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkOregon. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (v) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any applicable law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of the Closing Date and that the Issuing Lender in good xxxxx xxxxx material to it, (w) the conditions set forth in Section 5.2 are not satisfied, (x) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally, (y) the proceeds of which would be made available to any Person (I) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (II) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (z) any Revolving A Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.7) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. SECOND AMENDED AND RESTATED CREDIT AGREEMENT36 Columbia – Second Amended and Restated Credit Agreement On and after the First Amendment Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a an expiry date no more than one (1such date being the “Expiration Date”) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no not later than the fifth seventh (5th7th) Business Day prior to the Maturity Date; provided. In the event that the applicable Issuing Lender’s office is closed on the applicable Expiration Date, such date shall be extended to the next Business Day on which such office is open. Letters of Credit shall be issued hereunder as follows: (a) to support the Applicant Party’s, its Subsidiaries’, its Affiliates’ and Joint Ventures’ (such Subsidiaries, Affiliates and Joint Ventures, collectively, the “Related Entities” and each, a “Related Entity”) performance under specific project engineering, procurement, construction and maintenance contracts (each, a “Performance Letter of Credit”) and (b) to back bank guarantees issued by other banks to support such performance (each, a “Backing Letter of Credit”) so long as the applicable Issuing Lender, in its sole discretion, determines: (i) that such issuance is lawful and, in the case of Backing Letters of Credit, that a such Backing Letters of Credit qualify as independent undertakings for regulatory purposes and (ii) that such issuance does not violate any terms or provisions of this Agreement or any limitations on the amount of Letters of Credit an Issuing Lender may issue hereunder as separately agreed between the Issuing Lender and the Applicant Party; provided that all standby Letters of Credit must qualify as performance based letters of credit under applicable rules and regulations. Each Letter of Credit may extend beyond shall be denominated in Dollars or in a Foreign Currency. The face or stated amount of each other Letter of Credit shall not be less than $100,000 (or the fifth (5thExchange Equivalent thereof determined as of the date of issuance) Business Day prior or such lesser amount as is acceptable to the Maturity Date if applicable Issuing Lender. At no time shall the aggregate outstanding principal amount of the aggregate LC Exposure (Aor the Dollar Equivalent thereof) of all of the Administrative Agent and each Lenders exceed the Aggregate Commitments. The applicable Issuing Lender consents in writing prior shall not be under any obligation to issue or amend any Letter of Credit if (i) the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name or amendment of such Letter of Credit would violate one or more policies of the applicable Issuing Lenders Lender or (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Lender from issuing or amending such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular. In the event of any inconsistency between the terms and Fronted L/C Participants, as applicable, as cash collateral conditions of any Application delivered by the Applicant Party pursuant to documentation reasonably satisfactory Section 3.02 and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control. The applicable Issuing Lender will promptly deliver to the Administrative Agent a true and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount complete copy of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such each Letter of Credit on or prior to the Maturity Date, issued by it hereunder and each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New Yorkamendment thereto.

Terms of Letters of Credit. Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (a) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a have an expiry date no more later than one year after its date of issuance unless renewed (1for a successive period(s) year not to exceed one year) in accordance with the terms of such Letter of Credit; provided that in no event shall any Letter of Credit issued hereunder expire after the date which is fourteen (14) days (or, if the Letter of issuance Credit is confirmed by a confirmer or last renewal otherwise provides for one or more nominated persons, forty-five (45) days) prior to the Revolving Credit Loan Maturity Date unless, no less than fourteen (14) days prior to the Revolving Credit Loan Maturity Date, the Borrower either (i) deposits with the Administrative Agent an amount equal to 105% of the aggregate Maximum Drawing Amount of such Letter of Credit, which date shall such amount to be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) held by the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made for any drawing under such Letter of Credit on or prior to the Maturity Dateor, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter (ii) provides a backup letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each credit for such Letter of Credit has been replaced from an issuer and (d) on such terms as are reasonably acceptable to the Administrative Agent. Each Letter of Credit so issued, extended or renewed shall be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (1993 Revision), as set forth International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Administrative Agent in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the "Uniform Customs") or, in the case of a standby Letter of Credit, either the Uniform Customs or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Issuing Lender and, to Administrative Agent in the extent not inconsistent therewith, ordinary course of its business as a standby letter of credit issuer and in effect at the laws time of the State issuance of New Yorksuch Letter of Credit.

Terms of Letters of Credit. Each At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to the reasonable approval of the applicable Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the Revolving Termination Date, or (ii) any Letter of Credit have a duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the applicable Issuing Bank but in no event shall any such provision permit the extension of the current expiration date of such Letter of Credit beyond the earlier of (x) the Revolving Termination Date and (y) the date one year after the then current expiration date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Revolving Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the applicable Issuing Bank and the Revolving Lenders no later than 30 days prior to the Revolving Termination Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Revolving Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Revolving Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of at least $100,000 25,000 (or such lesser amount as agreed may be acceptable to by the applicable Issuing Lender(s))Bank, (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth Borrower). (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York.c)

Terms of Letters of Credit. Each Letter of Credit shall (ai) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s))Dollars, (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (cii) expire on a date no more than one twelve (112) year months after the date of issuance or last renewal or extension of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that and (iii) unless otherwise expressly agreed by the applicable Issuing Lender and the Borrower when a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereofis issued by it, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, ISP as set forth in the applicable Letter of Credit Application Documents or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or request that such Issuing Lender refrain from, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, (B) the conditions set forth in Section 5.2 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (D) the proceeds of which would be made available to any Person (x) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (y) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (E) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 4.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. An Issuing Lender shall be under no obligation to amend any Letter of Credit if (x) such Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (y) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a an expiry date no more than one (1such date being the “Expiration Date”) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no not later than the fifth (5th) seventh Business Day prior to the Maturity Date; provided. In the event that the applicable Issuing Lender’s office is closed on the applicable Expiration Date, that a such date shall be extended to the next Business Day on which such office is open. Each Letter of Credit shall be issued hereunder so long as the applicable Issuing Lender, in its sole discretion, determines that (i) such issuance is lawful, (ii) in the case of Financial Letters of Credit, such Letter of Credit qualifies as (x) a financial guarantee-type letter of credit under applicable rules and regulations and (y) in the case of backing Financial Letters of Credit, an independent undertaking for regulatory purposes, (iii) in the case of Performance Letters of Credit, such Letter of Credit qualifies as (x) a performance based letter of credit under applicable rules and regulations and (y) in the case of backing Performance Letters of Credit, an independent undertaking for regulatory purposes and (iv) such issuance does not violate any terms or provisions of this Agreement or any limitations on the amount of Letters of Credit an Issuing Lender may extend beyond issue hereunder as separately agreed between the fifth Issuing Lender and the Borrower. Each Letter of Credit shall be denominated in Dollars or in a Foreign Currency. The face amount of any Letter of Credit shall not be less than $100,000 (5thor the Exchange Equivalent thereof determined as of the date of issuance) Business Day prior or such lesser amount as is acceptable to the Maturity Date if applicable Issuing Lender. At no time shall (Ai) the Administrative Agent and each aggregate outstanding principal amount of the Revolving Advances of all of the Lenders plus the aggregate LC Exposure (or the Dollar Equivalent thereof) of all of the Lenders exceed the Aggregate Commitments or (ii) the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders plus the aggregate LC Exposure (or the Dollar Equivalent thereof) in respect of Financial Letters of Credit exceed the Revolving Facility Sublimit. The applicable Issuing Lender consents in writing prior shall not be under any obligation to issue or amend any Letter of Credit if (i) the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name or amendment of such Letter of Credit would violate one or more policies of the applicable Issuing Lenders Lender or any limitations on the amount of Letters of Credit such Issuing Lender may issue hereunder as separately agreed between the Issuing Lender and Fronted L/C Participantsthe Borrower or (ii) any order, as applicablejudgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Lender from issuing or amending such Letter of Credit, as cash collateral or any law applicable to such Issuing Lender or any request or directive from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular. In the event of any inconsistency between the terms and conditions of any Application delivered by the Borrower pursuant to documentation reasonably satisfactory Section 3.02 and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control. The applicable Issuing Lender will promptly deliver to the Administrative Agent a true and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount complete copy of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such each Letter of Credit on or prior to the Maturity Date, issued by it hereunder and each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New Yorkamendment thereto.

Terms of Letters of Credit. Each Any Letter of Credit shall contain -------------------------- terms and conditions acceptable to Agent and the issuer thereof. Without limiting the generality of the foregoing, in no event: (ai) be denominated in Dollars in a minimum amount may the term of $100,000 any documentary Letter of Credit exceed one hundred eighty (or such lesser amount as agreed to by the applicable Issuing Lender(s))180) days, (bii) be may any Letter of Credit, whether documentary or standby, have a standby letter term in excess of credit issued to support obligations one (1) year, or (iii) may any Letter of the Borrower Credit, whether documentary or any of their Subsidiariesstandby, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date that is later than five (5) Business Days prior to the Stated Termination Date. Any Letter of Credit containing an automatic renewal provision shall also contain a provision pursuant to which, notwithstanding any other provision thereof, it shall expire no more later than one (1) year after the date that is five (5) Business Days prior to the Stated Termination Loan and Security Agreement Date and a provision pursuant to which the issuer thereof may, by notice to the beneficiary of issuance such Letter of Credit at least thirty (30) days prior to the expiration of its term, elect not to renew such Letter of Credit for an additional term. Agent shall not be obligated to cause any Letter of Credit to be extended or amended unless the requirements of this Section 2.7 are met as ----------- though a new Letter of Credit were being requested and issued. With respect to any Letter of Credit which contains any "evergreen" or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to Agent, not less than thirty (30) days prior to the last renewal date on which the applicable issuer can in accordance with the terms of the applicable Letter of Credit decline to extend or renew such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior written notice that it declines to the Maturity Date; providedconsent to any such extension or renewal, provided that a Letter if all of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of this Section 2.5) 2.7 are met, no Lender shall, or shall have any right to, decline to the extent each Issuing Lender has consented ----------- consent to any such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New Yorkrenewal.

Terms of Letters of Credit. Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (a) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a have an expiry date no more later than one the earlier to occur of (1i) year after 365 days from the date of issuance of such Letter of Credit and (ii) the date which is thirty (30) days (or, if the Letter of Credit is confirmed by a confirmer or last renewal otherwise provides for one or more nominated persons, forty-five (45) days) prior to the Revolving Credit Loan Maturity Date, provided, however, notwithstanding the foregoing, the Borrower shall be permitted to have a Letter of Credit with an expiry date which is after the Revolving Credit Loan Maturity Date so long as (i) such Letter of Credit is issued, extended or renewed, as the case may be, prior to the Revolving Credit Loan Maturity Date; and (ii) immediately upon such issuance, extension or renewal, the Borrower shall have provided to the Agent, for the benefit of the Agent and the Banks, cash collateral in an aggregate amount of not less than the Maximum Drawing Amount of such Letter of Credit (which cash collateral the Agent shall be entitled to retain until the expiration or cancellation and return of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior pursuant to a cash collateral agreement in form and substance satisfactory to the Maturity Date; provided, that a Agent. Each Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereofso issued, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on extended or prior to the Maturity Date, each Fronted L/C Participant renewed shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (1993 Revision), as set forth International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Agent in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the “Uniform Customs”) or, in the case of a standby Letter of Credit, either the Uniform Customs or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Issuing Lender and, to Agent in the extent not inconsistent therewith, ordinary course of its business as a standby letter of credit issuer and in effect at the laws time of the State issuance of New Yorksuch Letter of Credit.

Terms of Letters of Credit. Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (a) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (b) be have an expiration date no later than the date which is thirty (30) days (or, if the Letter of Credit is confirmed by a standby letter confirmer or otherwise provides for one or more nominated persons, sixty (60) days) prior to the Revolver Maturity Date. Subject to clause (b) above, each Letter of credit issued Credit shall expire (without giving effect to support obligations any extension thereof by reason of an interruption of business) at or prior to the Borrower or any close of their Subsidiariesbusiness 365 days, contingent or otherwise, incurred in the ordinary course case of businessstandby Letters of Credit, (c) expire on a date no more than one (1) year or 180 days, in the case of documentary Letters of Credit, after the date of the issuance of such Letter of Credit (or, in the case of any renewal or last extension thereof, 365 days or 180 days, as applicable, after such renewal or extension); provided that the Issuing Bank may, in its sole and absolute discretion, agree to issue any such standby Letter of Credit providing for automatic extensions thereof to a date not later than 365 days beyond its current expiration date; and provided further that any such automatic extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit, which date shall be no ) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under time such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted is issued. Each Letter of Credit on the Maturity Date; providedso issued, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) renewed shall be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (1993 Revision), as set forth International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Issuing Bank in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the “Uniform Customs”) or, in the case of a standby Letter of Credit, either the Uniform Customs or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Issuing Lender and, Bank in the ordinary course of its business as a standby letter of credit issuer and in effect at the time of issuance of such Letter of Credit. No Letter of Credit shall be for less than $500,000.00 (unless otherwise agreed to by the extent not inconsistent therewith, the laws Issuing Bank) and there shall be no more than ten (10) Letters of the State of New YorkCredit outstanding at any one time.

Terms of Letters of Credit. Each Letter of Credit shall expire on an expiry date (such date being the "Expiration Date") not later than the seventh Business Day prior to the Commitment Termination Date. In the event that the applicable Issuing Lender's office is closed on the applicable Expiration Date, such date shall be extended to the next Business Day on which such office is open. Letters of Credit may be issued hereunder as follows: (a) to support the Borrower's, its Subsidiaries' and Joint Ventures' performance under specific project engineering, procurement and construction contracts (each, a "Performance Letter of Credit"), (b) to back bank guarantees issued by other banks to support such performance (each, a "Backing Letter of Credit") so long as the applicable Issuing Lender, in its sole discretion, determines: (i) that such issuance is lawful and such Letters of Credit qualify as independent undertakings for regulatory purposes, and (ii) that such issuance does not violate any terms or provisions of this Agreement, and (c) financial standby Letters of Credit (each, a "Financial Letter of Credit"); provided that all Letters of Credit must qualify as performance-based or financial guarantee-type letters of credits under applicable rules and regulations. Each Letter of Credit shall be denominated in Dollars or in a minimum Foreign Currency. The face amount of any Letter of Credit shall not be less than $100,000 (or the Exchange Equivalent thereof determined as of the date of issuance) or such lesser amount as agreed is acceptable to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations Lender. At no time shall the aggregate outstanding principal amount of the Borrower Tranche 2 Revolving Advances of all of the Lenders plus the aggregate LC Exposure (or the Dollar Equivalent thereof) of all of the Lenders exceed the Tranche 2 Maximum Amount. The applicable Issuing Lender shall not be under any obligation to issue any Letter of their SubsidiariesCredit if (i) the issuance of such Letter of Credit would violate one or more policies of the applicable Issuing Lender or (ii) any order, contingent judgment or otherwise, incurred in decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of applicable Issuing Lender from issuing such Letter of Credit, which date or any law applicable to such Issuing Lender or any request or directive from any Governmental Authority with jurisdiction over such Issuing Lender shall be no later than prohibit, or request that such Issuing Lender refrain from, the fifth (5th) Business Day prior to the Maturity Date; provided, that a issuance of letters of credit generally or such Letter of Credit may extend beyond in particular. In the fifth (5th) Business Day prior event of any inconsistency between the terms and conditions of any Application delivered by the Borrower pursuant to Section 3.02 and the Maturity Date if (A) terms and conditions of this Agreement, the Administrative Agent terms and each conditions of this Agreement shall control. The applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory will promptly deliver to the Administrative Agent a true and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount complete copy of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such each Letter of Credit on or prior to the Maturity Date, issued by it hereunder and each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New Yorkamendment thereto.

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 250,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)Lender and the Administrative Agent), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (cii) expire on a date no more than one twelve (112) year months after the date of issuance or last renewal or extension of such Letter of CreditCredit (subject to automatic renewal or extension for additional one (1) year periods (but not to a date later than the date set forth below) pursuant to the terms of the Letter of Credit Documents or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolver Maturity Date; provided, that a that, any Letter of Credit may extend beyond the fifth expire after such date (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity DateCredit, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted an “Extended Letter of Credit on Credit”) with the Maturity Date; provided, further that to consent of the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (Issuing Lender and subject to the requirements of Section 2.52.7(j), and (iii) to unless otherwise expressly agreed by the extent each Issuing Lender has consented to such extension of and the Maturity Date or each such Borrower when a Letter of Credit has been replaced and (d) is issued by it, be subject to the Uniform Customs and/or ISP98, ISP as set forth in the applicable Letter of Credit Application Documents or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of the Closing Date and that the Issuing Lender in good fxxxx xxxxx material to it, (B) the conditions set forth in Section 4.2 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally, (D) the proceeds of which would be made available to any Person (x) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (y) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (E) any Revolving Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral in the Minimum Collateral Amount, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a an expiry date no more than one (1such date being the “Expiration Date”) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no not later than the fifth seventh (5th7th) Business Day prior to the Maturity Date. In the event that the applicable Issuing Lender’s office is closed on the applicable Expiration Date, such date shall be extended to the next Business Day on which such office is open. Letters of Credit shall be issued hereunder as follows: (a) to support the Applicant Party’s, its Subsidiaries’, its Affiliates’ and Joint Ventures’ (such Subsidiaries, Affiliates and Joint Ventures, collectively, the “Related Entities” and each, a “Related Entity”) performance under specific project engineering, procurement, construction and maintenance contracts (each, a “Performance Letter of Credit”) and (b) to back bank guarantees issued by other banks to support such performance (each, a “Backing Letter of Credit”) so long as the applicable Issuing Lender, in its sole discretion, determines: (i) that such issuance is lawful and such Backing Letters of Credit qualify as independent undertakings for regulatory purposes and (ii) that such issuance does not violate any terms or provisions of this Agreement; provided, provided that a all standby Letters of Credit must qualify as performance based letters of credit under applicable rules and regulations. Each Letter of Credit may extend beyond shall be denominated in Dollars or in a Foreign Currency. The face or stated amount of each Letter of Credit shall not be less than $100,000 (or the fifth (5thExchange Equivalent thereof determined as of the date of issuance) Business Day prior or such lesser amount as is acceptable to the Maturity Date if applicable Issuing Lender. At no time shall the aggregate outstanding principal amount of the aggregate LC Exposure (Aor the Dollar Equivalent thereof) of all of the Administrative Agent and each Lenders exceed the Aggregate Commitments. The applicable Issuing Lender consents in writing prior shall not be under any obligation to issue or amend any Letter of Credit if (i) the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name or amendment of such Letter of Credit would violate one or more policies of the applicable Issuing Lenders Lender or (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Lender from issuing or amending such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular. In the event of any inconsistency between the terms and Fronted L/C Participants, as applicable, as cash collateral conditions of any Application delivered by the Applicant Party pursuant to documentation reasonably satisfactory Section 3.02 and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control. The applicable Issuing Lender will promptly deliver to the Administrative Agent a true and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount complete copy of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such each Letter of Credit on or prior to the Maturity Date, issued by it hereunder and each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New Yorkamendment thereto.

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower Company has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkNorth Carolina.

Terms of Letters of Credit. Each At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the applicable Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is thirty (30) days prior to the Revolving Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the applicable Issuing Bank but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the date that is thirty (30) days prior to the Revolving Termination Date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Revolving Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the applicable Issuing Bank and the Revolving Lenders no later than thirty (30) days prior to the Revolving Termination Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date thirty (30) days prior to the Revolving Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Revolving Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of at least $100,000 50,000 (or such lesser amount as agreed may be acceptable to by the applicable Issuing Lender(s))Bank, (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkBorrower).

Terms of Letters of Credit. Each At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the applicable Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is thirty (30) days prior to the Revolving Credit Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year. If the Borrower so requests, an Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is thirty (30) days prior to the Revolving Credit Termination Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.3.(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Requisite Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 6.2. is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. Notwithstanding the foregoing (but subject to the provisions of clauses (A) and (B) of the immediately preceding sentence), a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Revolving Credit Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the applicable Issuing Bank and the Revolving Lenders no later than 30 days prior to the Revolving Credit Termination Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Revolving Credit Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Revolving Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of at least $100,000 25,000 (or such lesser amount as agreed may be acceptable to by the Borrower, the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent Bank and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York).

Terms of Letters of Credit. Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (a) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (b) be have an expiry date no later than the date which is fourteen (14) days (or, if the Letter of Credit is confirmed by a standby letter confirmer or otherwise provides for one or more nominated persons, forty-five (45) days) prior to the Maturity Date. Subject to clause (b) above, each Letter of credit issued Credit shall expire (without giving effect to support obligations any extension thereof by reason of an interruption of business) at or prior to the Borrower or any close of their Subsidiariesbusiness 365 days, contingent or otherwise, incurred in the ordinary course case of businessstandby Letters of Credit, (c) expire on a date no more than one (1) year or 180 days, in the case of documentary Letters of Credit, after the date of the issuance of such Letter of Credit (or, in the case of any renewal or last extension thereof, 365 days or 180 days, as applicable, after such renewal or extension) provided that the Issuing Bank may, in its sole and absolute discretion, agree to issue any such standby Letter of Credit providing for automatic extensions thereof to a date not later than 365 days beyond its current expiration date; provided that any such automatic extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit, which date shall be no ) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under time such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted is issued. Each Letter of Credit on the Maturity Date; providedso issued, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) renewed shall be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (1993 Revision), as set forth International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Issuing Bank in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the “Uniform Customs”) or, in the case of a standby Letter of Credit, either the Uniform Customs or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Issuing Lender and, to Bank in the extent not inconsistent therewith, ordinary course of its business as a standby letter of credit issuer and in effect at the laws time of the State issuance of New Yorksuch Letter of Credit.

Terms of Letters of Credit. Each Any Letter of Credit shall contain -------------------------- terms and conditions acceptable to Agent and the issuer thereof. Without limiting the generality of the foregoing, in no event: (ai) be denominated in Dollars in a minimum amount may the term of $100,000 any documentary Letter of Credit exceed one hundred eighty (or such lesser amount as agreed to by the applicable Issuing Lender(s))180) days, (bii) be may any Letter of Credit, whether documentary or standby, have a standby letter term in excess of credit issued to support obligations one (1) year, or (iii) may any Letter of the Borrower Credit, whether documentary or any of their Subsidiariesstandby, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date that is later than five (5) Business Days prior to the Stated Termination Date. Any Letter of Credit containing an automatic renewal provision shall also contain a provision pursuant to which, notwithstanding any other provision thereof, it shall expire no more later than one (1) year after the date that is five (5) Business Days prior to the Stated Termination Date and a provision pursuant to which the issuer thereof may, by notice to the beneficiary of issuance such Letter of Credit at least thirty (30) days prior to the expiration of its term, elect not to renew such Letter of Credit for an additional term. Agent shall not be obligated to cause any Letter of Credit to be extended or amended unless the requirements of this Section 2.7 are met as ----------- though a new Letter of Credit were being requested and issued. With respect to any Letter of Credit which contains any "evergreen" or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to Agent, not less than thirty (30) days prior to the last renewal date on which the applicable issuer can in accordance with the terms of the applicable Letter of Credit decline to extend or renew such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior written notice that it declines to the Maturity Date; providedconsent to any such extension or renewal, provided that a Letter if all of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of this Section 2.5) 2.7 are met, no Lender shall, or shall have any right to, decline to the extent each Issuing Lender has consented ----------- consent to any such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New Yorkrenewal.