THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (ISP98), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 590.

“ISP98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. ​.

#Each Letter of Credit shall be subject to the Uniform Customs or International Standby Practices (ISP98) or Uniform Customs & Practice for Documentary Credits (UCP600), as the case may be, and, to the extent not inconsistent therewith, the laws of any State of the United States or, if acceptable to the Required Banks and the relevant account party, the jurisdiction of the Issuing Office at which such Letter of Credit is issued.

UCP 600 [Article 3 and ISP98] Rule 2.02, and URDG 758 [Article 3(a), or (iii)])] affect which courts have or do not have personal jurisdiction over the issuing bank or beneficiary of any Letter of Credit or any advising bank, nominated bank or assignee of proceeds thereunder or proper venue with respect to any litigation arising out of or relating to such Letter of Credit with, or affecting the rights of, any Person not a party to this Agreement, whether or not such Letter of Credit contains its own jurisdiction submission clause.

“LOC Obligations” means, at any time, the sum, without duplication, of # the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit plus # the aggregate amount of all drawings under Letters of Credit honored by an Issuing [[Organization A:Organization]], but not theretofore reimbursed. For all purposes of this Credit Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP98, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

agrees that nothing herein shall # affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction, # waive any statutory, regulatory, common law, or other rule, doctrine, legal restriction, provision or the like providing for the treatment of bank branches, bank agencies, or other bank offices as if they were separate juridical entities for certain purposes, including Uniform Commercial Code Sections 4-106, 4-A-105(1)(b), and 5-116(b), UCP 600 [Article 3 and ISP98] Rule 2.02, and URDG 758 Article 3(a), or (iii) affect which courts have or do not have personal jurisdiction over any Issuing Lender or beneficiary of any Letter of Credit or any advising bank, nominated bank or assignee of proceeds thereunder or proper venue with respect to any litigation arising out of or relating to such Letter of Credit with, or affecting the rights of, any Person not a party to this Agreement, whether or not such Letter of Credit contains its own jurisdiction submission clause; and

If at any time during the Term, an Owing Party or its guarantor (if applicable) is not Investment Grade and the Receiving Party reasonably believes that the Owing Party will be unable to perform its net payment obligations under this Agreement, then the Receiving Party shall have the right to demand and receive a Letter of Credit at the Owing Party’s expense to cover any or all net deliveries of crude oil necessary for each outstanding delivery month and the Owing Party shall provide such Letter of Credit within five (5) business days following receipt by the Owing Party of written notice from the Receiving Party. “Letter of Credit” shall mean an irrevocable standby letter of credit with a term not to exceed sixty (60) days with customary industry terms in the form reasonably acceptable to the Receiving Party issued or confirmed by a bank reasonably acceptable to the Receiving Party, shall be denominated in U.S. Dollars (USD), shall be capable of being drawn in the United States, subject to ISP98, and acceptable to the Receiving Party. “Investment Grade” means a credit rating for senior unsecured debt of no lower than “BBB-” from Standard & Poor’s (a division of The McGraw-Hill Companies, Inc.) (“S&P”), and “Baa3” from Moody’s Investors Service, Inc. (“Moody’s”), or an equivalent rating from any of their respective successors in interest.