Common use of Pending Expiry Notice Clause in Contracts

Pending Expiry Notice. If a Credit’s terms and conditions provide that Bank give beneficiary a notice of pending expiration, Applicant agrees that it will notify Bank in writing at least sixty (60) days prior to the last day specified in the Credit by which Bank must give such notice of the pending expiration date. In the event Applicant fails to so notify Bank and the Credit is extended, Applicant’s Obligations under this Agreement shall continue in effect and be binding on Applicant with regard to the Credit as so extended. Rev. 01/01/2009 10 THE UNDERSIGNED HEREBY AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH HEREIN, ALL OF WHICH HAVE BEEN READ AND UNDERSTOOD BY THE UNDERSIGNED. (Applicant/Obligor) (Authorized Signature) (Title) (Phone) (Fax) (Date) Without limiting the terms above, you are authorized to debit our account no. with JPMorgan Chase Bank, N.A. for the amount of each drawing and/or your commissions and charges. THE FOLLOWING IS TO BE EXECUTED IF THE CREDIT IS TO BE ISSUED FOR THE ACCOUNT OF A PERSON OTHER THAN THE PERSON SIGNING ABOVE: AUTHORIZATION AND AGREEMENT OF ADDITIONAL PARTY NAMED AS ACCOUNT PARTY To: THE ISSUER OF THE CREDIT We join in the above Agreement, naming us as Account Party, for the issuance of the Credit and, in consideration thereof, we irrevocably agree (i) that the above Applicant has sole right to give instructions and make agreements with respect to this Application, the Agreement, the Credit and the disposition of documents, and we have no right or claim against you, any of your affiliates or subsidiaries, or any correspondent in respect of any matter arising in connection with any of the foregoing and (ii) to be bound by the Agreement and all obligations of the Applicant thereunder as if we were a party thereto. The Applicant is authorized to assign or transfer to you all or any part of any security held by the Applicant for our obligations arising in connection with this transaction and, upon any such assignment or transfer, you shall be vested with all powers and rights in respect of the security transferred or assigned to you and you may enforce your rights under this Agreement against us or our Property in accordance with the terms hereof. (Account Party) (Authorized Signature) (Title) (Phone) (Fax) (Date) Rev. 01/01/2009 11 Appendix A To the Application and Agreement for Irrevocable Standby Letter of Credit (To be completed by Account Party/Applicant/Correspondent Bank) This Appendix will remain in effect until further notice in writing is received by the JPMorgan Chase Bank, N.A. from the Account Party/Applicant/Correspondent Bank. Changes to this Appendix require a new Appendix A to be executed and delivered to JPMorgan Chase Bank, N.A.

Pending Expiry Notice. If a Credit’s terms and conditions provide that Bank give beneficiary a notice of pending expiration, Applicant agrees that it will notify Bank in writing at least sixty (60) days prior to the last day specified in the Credit by which Bank must give such notice of the pending expiration date. In the event Applicant fails to so notify Bank and the Credit is extended, Applicant’s Obligations under this Agreement shall continue in effect and be binding on Applicant with regard to the Credit as so extended. Rev. 01/01/2009 10 THE UNDERSIGNED HEREBY AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH HEREIN, ALL OF WHICH HAVE BEEN READ AND UNDERSTOOD BY THE UNDERSIGNED. Cubic Corporation (Applicant/Obligor) /s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxx (Authorized Signature) Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx Senior Vice President Treasurer (Title) and Chief Financial Officer 000-000-0000 000-000-0000 (Phone) 000-000-0000 000-000-0000 (Fax) January 12, 2012 January 12, 2012 (Date) Without limiting the terms above, you are authorized to debit our account no. with JPMorgan Chase BankAGREED AND ACCEPTED: JPMORGAN CHASE BANK, N.A. for the amount of each drawing and/or your commissions and charges. By: /s/ Ling Li Name: LING LI Title: Vice President Date: 1/12/12 THE FOLLOWING IS TO BE EXECUTED IF THE CREDIT IS TO BE ISSUED FOR THE ACCOUNT OF A PERSON OTHER THAN THE PERSON SIGNING ABOVE: AUTHORIZATION AND AGREEMENT OF ADDITIONAL PARTY PARTIES NAMED AS ACCOUNT PARTY PARTIES To: THE ISSUER OF THE CREDIT We join in the above Agreement, naming us as Account Party, for the issuance of the any applicable Credit and, in consideration thereof, we irrevocably agree (i) that the above Applicant has sole right to give instructions and make agreements with respect to this ApplicationAgreement and such Credit, the Agreement, the Credit and the disposition of documents, and we have no right or claim against you, any of your affiliates or subsidiaries, or any correspondent in respect of any matter arising in connection with any of the foregoing and (ii) to be bound by the Agreement and all obligations of the Applicant thereunder as if we were a party thereto. The Applicant is authorized to assign or transfer to you all or any part of any security held by the Applicant for our obligations arising in connection with this transaction and, upon any such assignment or transfer, you shall be vested with all powers and rights in respect of the security transferred or assigned to you and you may enforce your rights under this Agreement against us or our Property in accordance with the terms hereof. Cubic Defence New Zealand, Ltd. Cubic Transportation Systems, Australia PTY Ltd. (Account Party) (Authorized SignatureAccount Party) /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx Director Treasurer (Title) 000-000-0000 000-000-0000 000-000-0000 000-000-0000 January 12, 2012 January 12, 2012 Cubic Transportation Systems, Inc. Cubic Defense Applications, Inc. (PhoneAccount Party) (FaxAccount Party) /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Treasurer Treasurer and Assistant Secretary 000-000-0000 000-000-0000 000-000-0000 000-000-0000 January 12, 2012 January 12, 2012 Cubic Simulation Systems, Inc. Cubic Applications, Inc. (Account Party) (DateAccount Party) Rev. 01/01/2009 11 /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Treasurer and Assistant Secretary Treasurer and Assistant Secretary 000-000-0000 000-000-0000 000-000-0000 000-000-0000 January 12, 2012 January 12, 2012 Cubic Transportation Systems, (India) Private Limited (Account Party) /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Director 000-000-0000 000-000-0000 January 12, 2012 Appendix A To the Application and Continuing Agreement for Irrevocable Standby Letter Letters of Credit (To be completed by Account Party/Applicant/Correspondent Bank) This Appendix will remain in effect until further notice in writing is received by the JPMorgan Chase Bank, N.A. from the Account Party/Applicant/Correspondent Bank. Changes to this Appendix require a new Appendix A to be executed and delivered to JPMorgan Chase Bank, N.A.

Pending Expiry Notice. If a Credit’s terms and conditions provide that Bank give beneficiary a notice of pending expiration, Applicant agrees that it will notify Bank in writing at least sixty (60) days prior to the last day specified in the Credit by which Bank must give such notice of the pending expiration date. In the event Applicant fails to so notify Bank and the Credit is extended, Applicant’s Obligations under this Agreement shall continue in effect and be binding on Applicant with regard to the Credit as so extended. Rev. 01/01/2009 10 THE UNDERSIGNED HEREBY AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH HEREIN, ALL OF WHICH HAVE BEEN READ AND UNDERSTOOD BY THE UNDERSIGNED. (Applicant/Obligor) (Authorized Signature) (/Title) (Phone) (Fax) (Date) Without limiting the terms above, you are authorized to debit our account no. with JPMorgan Chase Bank, N.A. for the amount of each drawing and/or your commissions and charges. THE FOLLOWING IS TO BE EXECUTED IF THE CREDIT IS TO BE ISSUED FOR THE ACCOUNT OF A PERSON OTHER THAN THE PERSON SIGNING ABOVE: AUTHORIZATION AND AGREEMENT OF ADDITIONAL PARTY NAMED AS ACCOUNT PARTY To: THE ISSUER OF THE CREDIT We join in the above Agreement, naming us as Account Party, for the issuance of the Credit and, in consideration thereof, we irrevocably agree (i) that the above Applicant has sole right to give instructions and make agreements with respect to this Application, the Agreement, the Credit and the disposition of documents, and we have no right or claim against you, any of your affiliates or subsidiaries, or any correspondent in respect of any matter arising in connection with any of the foregoing and (ii) to be bound by the Agreement and all obligations of the Applicant thereunder as if we were a party thereto. The Applicant is authorized to assign or transfer to you all or any part of any security held by the Applicant for our obligations arising in connection with this transaction and, upon any such assignment or transfer, you shall be vested with all powers and rights in respect of the security transferred or assigned to you and you may enforce your rights under this Agreement against us or our Property in accordance with the terms hereof. (Account Party) (Authorized Signature) (/Title) (Phone) (Fax) (Date) Rev. 01/01/2009 11 Appendix A To CREDIT AGREEMENT Exhibit E [Form of] Notice of Conversion/Continuation Reference is made to the Application Credit Agreement, dated as of January [—], 2008 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement), by and among GLOBAL POWER EQUIPMENT GROUP INC. (the “Borrower”), and the other Credit Parties party thereto from time to time, as Guarantors, the Lenders party thereto from time to time, XXXXXX XXXXXXX SENIOR FUNDING, INC., as Lead Arranger, Bookrunner and Administrative Agent, (in such capacity, the “Administrative Agent”), XXXXXX XXXXXXX & CO. INCORPORATED, as Collateral Agent, THE CIT GROUP/BUSINESS CREDIT INC., as Syndication Agent and Revolving Agent and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent. Capitalized terms used but not defined herein shall have the meaning set forth in the Credit Agreement. Pursuant to Section 3.02 of the Credit Agreement, the Borrower desires to convert or to continue the following Loans, each such conversion and/or continuation to be effective as of [mm/dd/yy]: Revolving Loans $[ , , ] LIBOR Rate Loans to be continued with LIBOR Period of month(s) $[ , , ] Alternate Base Rate Loans to be converted to LIBOR Rate Loans with LIBOR Period of month(s) $[ , , ] LIBOR Rate Loans to be converted to Alternate Base Rate Loans Term Loans $[ , , ] LIBOR Rate Loans to be continued with LIBOR Period of month(s) $[ , , ] Alternate Base Rate Loans to be converted to LIBOR Rate Loans with LIBOR Period of month(s) $[ , , ] LIBOR Rate Loans to be converted to Alternate Base Rate Loans Borrower hereby certifies that as of the date hereof, no event has occurred and is continuing that would constitute an Event of Default or a Default. Date: [mm/dd/yy] GLOBAL POWER EQUIPMENT GROUP INC. By: Title: CREDIT AGREEMENT Exhibit F-1 [Form of] Opinion of Counsel to the Borrower January , 2008 To: The Administrative Agent and the Lenders each as defined in that certain Credit Agreement, dated as of January 22, 2008, among Global Power Equipment Group Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent and Syndication Agent, Xxxxxx Xxxxxxx & Co. Incorporated, as Collateral Agent, The CIT Group/Business Credit Inc. as Revolving Agent and General Electric Capital Corporation as Documentation Agent (the “Credit Agreement”) and each of their respective successors, assigns and transferees. Ladies and Gentlemen: We have acted as special New York counsel to each of the Company, Deltak, L.L.C., a Delaware limited liability company (“Deltak”), Xxxxxx Manufacturing, L.L.C., a Delaware limited liability company (“Xxxxxx”), Global Power Professional Services, L.L.C., a Delaware limited liability company (“Professional Services”), Xxxxxxxx Industrial Services Group, L.L.C., a Delaware limited liability company (“Xxxxxxxx”), Xxxxxx Construction Services, Inc., a Delaware corporation (“Xxxxxx Construction” and, together with the Company, Deltak, Xxxxxx, Professional Services and Xxxxxxxx, the “Delaware Opinion Parties”), and Deltak Construction Services, Inc., a Wisconsin corporation (“Deltak Construction”), Xxxxxxxx Specialty Services, LLC, a Georgia limited liability company (“Specialty”), Xxxxxxxx Plant Services, LLC, a Georgia limited liability company (“Plant”), WSServices, LP, a California limited partnership (“WS”), Xxxxxxxx Industrial Services, LLC, a Georgia limited liability company (“WIS”, and, together with Deltak Construction, Specialty, Plant, WS and the Delaware Opinion Parties, the “Opinion Parties” and each an “Opinion Party”) in connection with the Credit Agreement. This opinion is furnished to you pursuant to Section 4.01(j)(i) of the Credit Agreement. Capitalized terms used in this opinion that are defined in the Credit Agreement for Irrevocable Standby Letter are used herein as defined therein (but without regard to any amendment of Credit (To be completed by Account Party/Applicant/Correspondent Bank) This Appendix will remain any document entered into after the date hereof). References to the “New York UCC” are to the Uniform Commercial Code in effect until further notice on the date hereof in writing is received by the JPMorgan Chase BankState of New York, N.A. from references to the Account Party/Applicant/Correspondent Bank“Delaware UCC” are to the Uniform Commercial Code in effect on the date hereof in the State of Delaware, and the New York UCC and Delaware UCC are collectively referred to as the “UCC”. Changes In connection with this opinion, we have examined originals or copies, certified or otherwise identified to this Appendix require our satisfaction, of each document listed on Schedule A hereto (collectively, the “Documents” and, each a new Appendix “Document”) and such other agreements, documents, certificates and other statements of government officials, authorized representatives of the Opinion Parties and such other documents and papers as we have deemed necessary as a basis for such opinion. For the purposes hereof, the documents listed in items 2 and 5 through 9 on Schedule A are referred to be as the “Collateral Documents”, and the Documents listed in items 1 and 2 and 5 through 9 inclusive on Schedule A are collectively referred to as the “New York Documents”. We have assumed the genuineness of all signatures, the authority of persons (other than the Delaware Opinion Parties) signing the Documents on behalf of the parties thereto, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies. We have also assumed, for purposes of the opinions expressed herein, that (a) each party (other than the Delaware Opinion Parties) to each Document has the power and authority to enter into and perform its obligations under each Document, (b) each Document has been duly authorized, executed and delivered by each party (other than the Delaware Opinion Parties) to JPMorgan Chase Banksuch Document, N.A.(c) in so far as may be necessary to establish mutuality of obligation, each Document constitutes the valid and binding obligation of each party (other than, in the case of the New York Documents, the Opinion Parties) thereto, enforceable against such party in accordance with its terms, (d) the execution, delivery and performance of the Documents by the parties thereto does not violate any laws or any agreement by which any party to such Documents is bound (except that this assumption is not made with respect to the Opinion Parties as to the Applicable Laws (as defined below)), and (e) there are no other arrangements between any of the parties to the Documents that modify or supersede any of the terms of the Documents (other than the letter agreement entered into between the Company and General Electric Capital Corporation as of the Closing Date). We have also assumed that the construction and interpretation of the terms of, and the enforceability of, each such limited liability company agreement under Delaware contract law is the same as it would be under New York law in all respects material to legal conclusions expressed herein. Based upon the foregoing, and subject to the conditions, assumptions and qualifications set forth herein, we are of the opinion that:

Pending Expiry Notice. If a Credit’s 's terms and conditions provide that Bank give beneficiary a notice of pending expiration, Applicant agrees that it will notify Bank in writing at least sixty (60) days prior to the last day specified in the Credit by which Bank must give such notice of the pending expiration date. In the event Applicant fails to so notify Bank and the Credit is extended, Applicant’s 's Obligations under this Agreement shall continue in effect and be binding on Applicant with regard to the Credit as so extended. Rev. 01/01/2009 10 THE UNDERSIGNED HEREBY AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH HEREIN, ALL OF WHICH HAVE BEEN READ AND UNDERSTOOD BY THE UNDERSIGNED. DELPHI CORPORATION (Applicant/Obligor) (Authorized Signature/Title) (Phone) (Fax) (Date) JPMORGAN CHASE BANK, N.A. (Bank) (Authorized Signature/Title) (Phone) (Fax) (Date) Without limiting the terms above, you are authorized to debit our account no. with JPMorgan Chase Bank, N.A. for the amount of each drawing and/or your commissions and charges. THE FOLLOWING IS TO BE EXECUTED IF THE CREDIT IS TO BE ISSUED FOR THE ACCOUNT OF A PERSON OTHER THAN THE PERSON SIGNING ABOVE: AUTHORIZATION AND AGREEMENT OF ADDITIONAL PARTY NAMED AS ACCOUNT PARTY To: THE ISSUER OF THE CREDIT We join in the above Agreement, naming us as Account Party, for the issuance of the Credit and, in consideration thereof, we irrevocably agree (i) that the above Applicant has sole right to give instructions and make agreements with respect to this Application, the Agreement, the Credit and the disposition of documents, and we have no right or claim against you, any of your affiliates or subsidiaries, or any correspondent in respect of any matter arising in connection with any of the foregoing and (ii) to be bound by the Agreement and all obligations of the Applicant thereunder as if we were a party thereto. The Applicant is authorized to assign or transfer to you all or any part of any security held by the Applicant for our obligations arising in connection with this transaction and, upon any such assignment or transfer, you shall be vested with all powers and rights in respect of the security transferred or assigned to you and you may enforce your rights under this Agreement against us or our Property in accordance with the terms hereof. (Account Party) (Authorized Signature) (Title) (Phone) (Fax) (Date) Rev. 01/01/2009 11 Appendix A To the Application and Continuing Agreement for Irrevocable Standby Letter Letters of Credit (To be completed by Account Party/Applicant/Correspondent Bank) This Appendix will remain in effect until further notice in writing is received by the JPMorgan Chase Bank, N.A. from the Account Party/Applicant/Correspondent Bank. Changes to this Appendix require a new Appendix A to be executed and delivered to JPMorgan Chase Bank, N.A.