Common use of Collateral Release Clause in Contracts

Collateral Release. Notwithstanding anything in this Agreement or any other Surety Credit Document to the contrary, subject to prior or concurrent release by Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) for the lenders under that certain Third Amended and Restated Credit Agreement, dated as of October 30, 2013, as amended, modified, supplemented and extended from time to time (including, without limitation, any renewals, restatements and replacements thereof) (the “Third Amended and Restated Credit Agreement”), among the Administrative Agent, such lenders, Quanta Services, Inc. and its subsidiaries party thereto, of the Administrative Agent’s liens and security interests granted pursuant to the Collateral Documents (as such term is defined in the Third Amended and Restated Credit Agreement), upon notice from Quanta Services, Inc., on the first date (the “Release Date”) on which two of the following three conditions are met: (i) the corporate credit rating of Quanta Services, Inc. is BBB- or higher by DM3\3445780.4 Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. and any successor thereto (“S&P”), (ii) the corporate family rating of Quanta Services, Inc. is Baa3 or higher by ▇▇▇▇▇’▇ Investors Service, Inc. and any successor thereto (“Moody’s”) or (iii) the corporate credit rating of Quanta Services, Inc. is BBB- or higher by Fitch Ratings, Inc. and any successor thereto (“Fitch”) (each such rating described in clauses (i), (ii) and (iii), an “Investment Grade Rating”), and so long as no default or Event of Default exists on such date or immediately after giving effect to the release of liens contemplated hereby, any and all liens and security interests (including, without limitation, all Liens (as such term is defined in this Agreement) created by or arising in connection with this Agreement or any other Surety Credit Document shall automatically and immediately be fully released and all Collateral shall automatically and immediately be released from all such liens, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral or any other collateral or property constituting such a lien or subject to any such lien shall terminate and revert to the Indemnitors (the “Collateral Release”). At the request and sole expense of any Indemnitor following any such release, Surety shall deliver to such Indemnitor any Collateral or other such property held by Surety under any Surety Credit Document, and execute and deliver to such Indemnitor such documents as such Indemnitor shall reasonably request to evidence such release. In the event Surety requires the Indemnitors to execute such documents, promptly, and in any event within 60 days (or such longer period as is reasonably acceptable to Surety) after notice to Quanta Services, Inc. from Surety following the first date after the Release Date on which Quanta Services, Inc. fails to maintain an Investment Grade Rating from at least two of S&P, ▇▇▇▇▇’▇ or Fitch, the Indemnitors shall (i) execute and deliver to Surety security documents, in form and substance reasonably satisfactory to Surety, pursuant to which the Indemnitors shall grant to Surety a security interest in all property (and types of property) then owned or held by such Person that constituted Collateral under the Surety Credit Documents as in effect immediately prior to the Release Date and (ii) take such actions as shall be necessary or reasonably requested by Surety to grant and perfect such Liens all at the expense of the Indemnitors (a “Collateral Reinstatement”). Without limiting the generality of the foregoing and except as provided in the following sentence, at all times after any Release Date and prior to consummation of a Collateral Reinstatement, Section 3(e) of this Agreement shall be deemed to have been deleted and this Section 54 shall govern and control to the extent of any conflict between the other provisions of this Agreement (including, without limitation, Section 5 of this Agreement) or the other Surety Credit Documents and this Section 54. In the event the Indemnitors fail to execute and deliver to Surety the above required documents, or Surety determines that it would prefer to proceed without these documents, then a Collateral Reinstatement will have occurred and this Section 54 will automatically be rendered null and void at such time as Quanta Services, Inc. fails to maintain an Investment Grade Rating from at least two of S&P, ▇▇▇▇▇’▇ or Fitch, and the terms of the Surety Credit Documents will be reinstated as though this Section 54 had never been added to this Agreement. Notwithstanding any provisions of this Section 54, the foregoing Collateral Release will not adversely affect or modify: (x) Surety’s right to decline to execute any and all bonds in Surety’s DM3\3445780.4 discretion, all as further provided in Section 3; (y) the contractual rights of Surety upon default as provided in Section 33 of this Agreement and as provided under the Indemnity Agreement; and (z) Surety’s rights of equitable subrogation, which are hereby acknowledged by the Indemnitors. (g) Exhibit A to the Underwriting Agreement is hereby deleted in its entirety and replaced with Exhibit A to this Amendment. (h) A new Exhibit E to the Underwriting Agreement is hereby added in the form attached as Exhibit E to this Amendment.

Collateral Release. Notwithstanding anything in this Agreement or any other Surety Credit Document to the contrary, subject to prior or concurrent release by Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) for the lenders under that certain Third Fourth Amended and Restated Credit Agreement, dated as of October 30December 18, 20132015, as amended, modified, supplemented and extended from time to time (including, without limitation, any renewals, restatements and replacements thereof) (the “Third Fourth Amended and Restated Credit Agreement”), among the Administrative Agent, such lenders, Quanta Services, Inc. and its subsidiaries party thereto, of the Administrative Agent’s liens and security interests granted pursuant to the Collateral Documents (as such term is defined in the Third Fourth Amended and Restated Credit Agreement), upon notice from Quanta Services, Inc., on the first date (the “Release Date”) on which two of the following three conditions are met: (i) the corporate credit rating of Quanta Services, Inc. is BBB- or higher by DM3\3445780.4 Standard & Poor’s Ratings ServicesFinancial Services LLC, a division subsidiary of The McGraw Hill CompaniesS&P Global Inc., Inc. and any successor thereto (“S&P”), (ii) the corporate family rating of Quanta Services, Inc. is Baa3 or higher by ▇▇▇▇▇’▇ Investors Service, Inc. and any successor thereto (“Moody’s”) or (iii) the corporate credit rating of Quanta Services, Inc. is BBB- or higher by Fitch Ratings, Inc. and any successor thereto (“Fitch”) (each such rating described in clauses (i), (ii) and (iii), an “Investment Grade Rating”), and so long as no default or Event of Default exists on such date or immediately after giving effect to the release of liens contemplated hereby, any and all liens and security interests (including, without limitation, all Liens (as such term is defined in this Agreement) created by or arising in connection with this Agreement or any other Surety Credit Document shall automatically and immediately be fully released and all Collateral shall automatically and immediately be released from all such liens, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral or any other collateral or property constituting such a lien or subject to any such lien shall terminate and revert to the Indemnitors (the “Collateral Release”). At the request and sole expense of any Indemnitor following any such release, Surety shall deliver to such Indemnitor any Collateral or other such property held by Surety under any Surety Credit Document, and execute and deliver to such Indemnitor such documents as such Indemnitor shall reasonably request to evidence such release. In the event Surety requires the Indemnitors to execute such documents, promptly, and in any event within 60 days (or such longer period as is reasonably acceptable to Surety) after notice to Quanta Services, Inc. from Surety following the first date after the Release Date on which Quanta Services, Inc. fails to maintain an Investment Grade Rating from at least two of S&P, ▇▇▇▇▇’▇ or Fitch, the Indemnitors shall (i) execute and deliver to Surety security documents, in form and substance reasonably satisfactory to Surety, pursuant to which the Indemnitors shall grant to Surety a security interest in all property (and types of property) then owned or held by such Person that constituted Collateral under the Surety Credit Documents as in effect immediately prior to the Release Date and (ii) take such actions as shall be necessary or reasonably requested by Surety to grant and perfect such Liens all at the expense of the Indemnitors (a “Collateral Reinstatement”). Without limiting the generality of the foregoing and except as provided in the following sentenceforegoing, at all times after any Release Date and prior to consummation of a Collateral Reinstatement, Section 3(e) of this Agreement shall be deemed to have been deleted and this Section 54 shall govern and control to the extent of any conflict between the other provisions of this Agreement (including, without limitation, Section 5 of this Agreement) or the other Surety Credit Documents and this Section 54. In the event the Indemnitors fail to execute and deliver to Surety the above required documents, or Surety determines that it would prefer to proceed without these documents, then a Collateral Reinstatement will have occurred and this Section 54 will automatically be rendered null and void at such time as Quanta Services, Inc. fails to maintain an Investment Grade Rating from at least two of S&P, ▇▇▇▇▇’▇ or Fitch, and the terms of the Surety Credit Documents will be reinstated as though this Section 54 had never been added to this Agreement. Notwithstanding any provisions of this Section 54, the foregoing Collateral Release will not adversely affect or modify: (x) Surety’s right to decline to execute any and all bonds in Surety’s DM3\3445780.4 discretion, all as further provided in Section 3; (y) the contractual rights of Surety upon default as provided in Section 33 of this Agreement and as provided under the Indemnity Agreement; and (z) Surety’s rights of equitable subrogation, which are hereby acknowledged by the Indemnitors. (g) Exhibit A to the Underwriting Agreement is hereby deleted in its entirety and replaced with Exhibit A to this Amendment. (h) A new Exhibit E to the Underwriting Agreement is hereby added in the form attached as Exhibit E to this Amendment.

Collateral Release. Notwithstanding anything in this Agreement or any other Surety Credit Document to the contrary, subject to prior or concurrent release by Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) for the lenders under that certain Third Second Amended and Restated Credit Agreement, dated as of October 30August 2, 20132011, as amended, modified, supplemented and extended from time to time (including, without limitation, any renewals, restatements and replacements thereof) (the “Third Second Amended and Restated Credit Agreement”), among the Administrative Agent, such lenders, Quanta Services, Inc. and its subsidiaries party thereto, of the Administrative Agent’s liens and security interests granted pursuant to the Collateral Documents (as such term is defined in the Third Second Amended and Restated Credit Agreement), upon notice from Quanta Services, Inc., on the first date (the “Release Date”) on which two of the following three conditions are met: (i) the corporate credit rating of Quanta Services, Inc. is BBB- (stable) or higher by DM3\3445780.4 Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. and any successor thereto (“S&P”), (ii) and the corporate family rating of Quanta Services, Inc. is Baa3 (stable) or higher by ▇▇▇▇▇’▇ Investors Service, Inc. and any successor thereto (“Moody’s”) or (iii) the corporate credit rating of Quanta Services, Inc. is BBB- or higher by Fitch Ratings, Inc. and any successor thereto (“Fitch”) (each such rating described in clauses (i), (ii) and (iii), an “Investment Grade Rating”), and so long as no default or Event of Default exists on such date or immediately after giving effect to the release of liens contemplated hereby, any and all liens and security interests (including, without limitation, all Liens (as such term is defined in this Agreement) created by or arising in connection with this Agreement or any other Surety Credit Document shall automatically and immediately be fully released and all Collateral shall automatically and immediately be released from all such liens, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral or any other collateral or property constituting such a lien or subject to any such lien shall terminate and revert to the Indemnitors (the “Collateral Release”). At the request and sole expense of any Indemnitor following any such release, the Surety shall deliver to such Indemnitor any Collateral or other such property held by the Surety under any Surety Credit Document, and execute and deliver to such Indemnitor such documents as such Indemnitor shall reasonably request to evidence such release. In the event Surety requires the Indemnitors to execute such documents, promptly, and in any event within 60 days (or such longer period as is reasonably acceptable to the Surety) after notice to Quanta Services, Inc. from the Surety following the first date after the Release Date on which the corporate credit rating of Quanta Services, Inc. fails to maintain an Investment Grade Rating from at least two by S&P falls below BBB- or the corporate family rating of S&PQuanta Services, ▇▇▇▇▇’▇ or FitchInc. by Moody’s falls below Baa3, the Indemnitors shall (i) execute and deliver to the Surety security documents, in form and substance reasonably satisfactory to the Surety, pursuant to which the Indemnitors shall grant to the Surety a security interest in all property (and types of property) then owned or held by such Person that constituted Collateral under the Surety Credit Documents as in effect immediately prior to the Release Date and (ii) take such actions as shall be necessary or reasonably requested by the Surety to grant and perfect such Liens all at the expense of the Indemnitors (a “Collateral Reinstatement”). Without limiting the generality of the foregoing and except as provided in the following sentence, at all times after any Release Date and prior to consummation of a Collateral Reinstatement, Section 3(e) of this Agreement shall be deemed to have been deleted and this Section 54 shall govern and control to the extent of any conflict between the other provisions of this Agreement (including, without limitation, Section 5 of this Agreement) or the other Surety Credit Documents and this Section 54. In the event the Indemnitors fail to execute and deliver to Surety the above required documents, or Surety determines that it would prefer to proceed without these documents, then a Collateral Reinstatement will have occurred and this Section 54 will automatically be rendered null and void at such time as the corporate credit rating of Quanta Services, Inc. fails to maintain an Investment Grade Rating from at least two by S&P falls below BBB- or the corporate family rating of S&PQuanta Services, ▇▇▇▇▇’▇ or Fitch, Inc. by Moody’s falls below Baa3 and the terms of the Surety Credit Documents will be reinstated as though this Section 54 had was never been added to this Agreement. Notwithstanding any provisions of this Section 54, the foregoing Collateral Release will not adversely affect or modify: (x) Surety’s right to decline to execute any and all bonds in Surety’s DM3\3445780.4 discretion, all as further provided in Section 3; (y) the contractual rights of Surety upon default as provided in Section 33 of this Agreement and as provided under the Indemnity Agreement; and (z) Surety’s rights of equitable subrogation, which are hereby acknowledged by the Indemnitors. (gb) Exhibit A to the The Underwriting Agreement is hereby deleted in its entirety and replaced with Exhibit A to this Amendment. (h) A new Exhibit E to amended by adding the following sentence immediately following the second sentence of the second paragraph of Section 5 of the Underwriting Agreement is hereby added Agreement: Indemnitors’ obligation to keep Surety’s security interest properly perfected will be deemed to have been met with respect to any Collateral in which a security interest can be perfected by the filing of a UCC financing statement if a UCC financing statement that perfects such security interest has been filed in the form attached required jurisdiction naming one or more of the companies that is a “Surety” as Exhibit E to this Amendmenta named “secured party” on such filing.