Common use of Acceptable Credit Support Clause in Contracts

Acceptable Credit Support. (a) Each Purchaser shall, at all times after the Effective Date until the payment in full of the Purchase Price, cause an Acceptable Credit Support to be maintained in full force and effect; provided that CPS shall be deemed to have satisfied the foregoing obligation so long as the rating of its Electrical and Gas Systems Revenue Bonds is not less than BBB- by S&P or Baa3 by Moody's. If, at any time prior to the payment in full of the Purchase Xxxxx, a Guarantor, in respect of any Purchaser, shall cease to be an Acceptable Guarantor, then such Purchaser shall, within ten (10) days after the earlier of the date on which (i) such Purchaser shall have been given notice of such cessation by Seller or (ii) such Purchaser shall have Knowledge of such cessation, deliver to Seller, at such Purchaser's election, either (x) a replacement Guaranty issued by an Acceptable Guarantor or (y) an Acceptable Letter of Credit which shall be maintained pursuant to the terms of Section 7.20(b) and Section 7.20(c). (b) If the applicable Purchaser shall have elected to deliver an Acceptable Letter of Credit pursuant to Section 7.20(a), then at all times thereafter until the payment in full of the Purchase Price, such Purchaser shall maintain in full force and effect an Acceptable Letter of Credit. If, at any time prior to the payment in full of the Purchase Price, the Issuing Bank of an Acceptable Letter of Credit issued on behalf of a Purchaser shall cease to be an Eligible Financial Institution, such Purchaser shall, within ten (10) days after the earlier of the date on which (i) such Purchaser shall have been given notice of such cessation by Seller or (ii) such Purchaser shall have Knowledge of such cessation, deliver to Seller, at such Purchaser's election, either (x) a replacement Acceptable Guaranty, which will be maintained pursuant to the terms of Section 7.20(a) or (y) an Acceptable Letter of Credit to be issued by an Issuing Bank that is an Eligible Financial Institution at such time. Upon the delivery of a replacement Acceptable Guaranty or issuance of a replacement Acceptable Letter of Credit, as the case may be, Seller shall surrender to the applicable Purchaser the original of the Guaranty or letter of credit being replaced. (c) The applicable Purchaser shall give Seller notice of the scheduled expiration of each Acceptable Letter of Credit not more than sixty (60) days nor less than thirty (30) days prior to the scheduled expiration date of such Acceptable Letter of Credit. Such Purchaser shall provide to Seller a copy of any written commitment for a replacement or renewal of an existing Acceptable Letter of Credit not less than thirty (30) days prior to the relevant scheduled expiration date and, if such Purchaser has not secured a commitment for a replacement or renewal of an expiring Acceptable Letter of Credit at least thirty (30) days prior to the scheduled expiration of such Acceptable Letter of Credit, such Purchaser shall promptly notify Seller of such fact. In addition, the applicable Purchaser shall deliver to Seller a replacement or renewal Acceptable Letter of Credit not less than ten (10) days prior to the scheduled expiration date of any Acceptable Letter of Credit then held by Seller. Upon the issuance of any such replacement or renewal Acceptable Letter of Credit, Seller shall surrender to such Purchaser the original of the Acceptable Letter of Credit being so replaced or renewed. (d) Each Purchaser shall, until the payment in full of the Purchase Price or the termination of this Agreement in accordance with its terms promptly notify Seller of any downgrade in or credit watch or similar adverse review with respect to the credit rating of Guarantor or Issuing Bank, as applicable, in respect of such Purchaser. (e) From and after the payment in full of the Purchase Price until the second anniversary of the Closing Date, (i) Texas Genco shall cause an Acceptable Credit Support to be maintained in full force and effect, subject to such Acceptable Credit Support being limited to a maximum of Texas Genco's Proportionate Share of Twenty Million Dollars ($20,000,000) and (ii) CPS shall cause an Acceptable Credit Support to be maintained in full force and effect, subject to such Acceptable Credit Support being limited to a maximum of CPS's Proportionate Share of Twenty Million Dollars ($20,000,000); provided that CPS shall be deemed to have satisfied the foregoing obligation so long as the rating of its Electrical and Gas Systems Revenue Bonds is not less than BBB- by S&P or Baa3 by Moody's. (f) From and after the Effective Date untix xxx xenth (10th) anniversary of the Closing Date, Texas Genco shall maintain a minimum partners' equity, determined in accordance with GAAP, of Three Hundred Million Dollars ($300,000,000). In connection with any sale, assignment, conveyance or other transfer (regardless of form and whether by operation of law or otherwise) by either Purchaser of all or any portion of any of the right, title and interest in, to and under the Texas Genco Purchased Interest or the CPS Purchased Interest, as applicable (an "Interest Transfer"), by such Purchaser after the Closing, such Purchaser agrees: (i) to include in the relevant agreement(s) relating to any such Interest Transfer covenants by the transferee in favor of such Purchaser and Seller to perform and observe all terms, conditions and provisions of the STP Participation Agreement and the STP Operating Agreement and a covenant on the part of such transferee to include the provisions of this Section 7.20(f)(i), mutatis mutandis, in any agreement relating to any Interest Transfer by such transferee (with the effect thereof being that Seller, such Purchaser and all other predecessors in interest of each subsequent transferee shall have the benefit of the covenants and provisions described in this Section 7.20(f)(i)); and (ii) to use Commercially Reasonable Efforts to include in the relevant agreement(s) relating to any such Interest Transfer provisions extending to Seller the benefits of, and making directly enforceable by Seller, (A) a covenant by the transferee that is the same, in all material respects, as the covenant by such Purchaser in favor of Seller set forth in the first sentence of this Section 7.20(f), (B) any indemnities, covenants or similar provisions that protect such Purchaser from liabilities arising from a breach of such covenant, provided however, that, in any event, any protections afforded to such Purchaser by the transferee with respect to credit support shall be expressly afforded to Seller as a third party beneficiary, and (C) a covenant on the part of such transferee to include the provisions of this Section 7.20(f)(ii), mutatis mutandis, in any agreement relating to any Interest Transfer by such transferee (with the effect thereof being that Seller, such Purchaser and all other predecessors in interest of each subsequent transferee shall have the benefit of the covenants and provisions described in this Section 7.20(f)(ii)).

Acceptable Credit Support. (a) Each Purchaser shall, at all times after In the Effective Date until the payment in full of the Purchase Price, cause an Acceptable Credit Support to be maintained in full force and effect; provided event that CPS any Pledgor shall be deemed to have satisfied the foregoing obligation so long as the rating of its Electrical and Gas Systems Revenue Bonds is not less than BBB- by S&P or Baa3 by Moody's. If, at any time prior to the payment in full of the Purchase Xxxxx, a Guarantor, in respect of any Purchaser, shall cease to be an Acceptable Guarantor, then such Purchaser shall, within ten (10) days after the earlier of the date on which (i) notify the Administrative Agent that it should draw upon any Required Equity Credit Support in order to satisfy such Purchaser shall have been given notice of such cessation by Seller Pledgor’s Support Obligations under Section 2.01(a) or (ii) such Purchaser shall have Knowledge of such cessation, deliver fail to Seller, at such Purchaser's election, either (x) a replacement Guaranty issued by an Acceptable Guarantor or (y) an Acceptable Letter of Credit which shall be maintained pursuant to the terms of Section 7.20(b) and Section 7.20(c). (b) If the applicable Purchaser shall have elected to deliver an Acceptable Letter of Credit pursuant to Section 7.20(a), then at all times thereafter until the make payment in full of the Purchase Price, such Purchaser shall maintain in full force and effect an Acceptable Letter of Credit. If, at any time prior to the payment in full of the Purchase Price, the Issuing Bank of an Acceptable Letter of Credit issued on behalf of a Purchaser shall cease to be an Eligible Financial Institution, such Purchaser shall, within ten (10) days after the earlier of the date on which (i) such Purchaser shall have been given notice of such cessation by Seller or (ii) such Purchaser shall have Knowledge of such cessation, deliver to Seller, at such Purchaser's election, either (x) a replacement Acceptable Guaranty, which will be maintained pursuant to the terms of Section 7.20(a) or (y) an Acceptable Letter of Credit to be issued by an Issuing Bank that is an Eligible Financial Institution at such time. Upon the delivery of a replacement Acceptable Guaranty or issuance of a replacement Acceptable Letter of Credit, as the case may be, Seller shall surrender to the applicable Purchaser the original of the Guaranty or letter of credit being replaced. (c) The applicable Purchaser shall give Seller notice of the scheduled expiration of each Acceptable Letter of Credit not more than sixty (60) days nor less than thirty (30) days prior to the scheduled expiration date of such Acceptable Letter of Credit. Such Purchaser shall provide to Seller a copy of any written commitment for a replacement or renewal of an existing Acceptable Letter of Credit not less than thirty (30) days prior to the relevant scheduled expiration date and, if such Purchaser has not secured a commitment for a replacement or renewal of an expiring Acceptable Letter of Credit at least thirty (30) days prior to the scheduled expiration of such Acceptable Letter of Credit, such Purchaser shall promptly notify Seller of such fact. In addition, the applicable Purchaser shall deliver to Seller a replacement or renewal Acceptable Letter of Credit not less than ten (10) days prior to the scheduled expiration date of any Acceptable Letter of Credit then held by Seller. Upon the issuance of any such replacement or renewal Acceptable Letter of Credit, Seller shall surrender to such Purchaser the original of the Acceptable Letter of Credit being so replaced or renewed. (d) Each Purchaser shall, until the payment in full of the Purchase Price or the termination of this Agreement in accordance with its terms promptly notify Seller of any downgrade in or credit watch or similar adverse review with respect to the credit rating of Guarantor or Issuing Bank, as applicable, in respect of such Purchaser. (e) From and after the payment in full of the Purchase Price until the second anniversary of the Closing Date, (i) Texas Genco shall cause an Acceptable Credit Support to be maintained in full force and effect, subject to such Acceptable Credit Support being limited to a maximum of Texas Genco's Proportionate Share of Twenty Million Dollars ($20,000,000) and (ii) CPS shall cause an Acceptable Credit Support to be maintained in full force and effect, subject to such Acceptable Credit Support being limited to a maximum of CPS's Proportionate Share of Twenty Million Dollars ($20,000,000); provided that CPS shall be deemed to have satisfied the foregoing obligation so long as the rating of its Electrical and Gas Systems Revenue Bonds is not less than BBB- by S&P or Baa3 by Moody's. (f) From and after the Effective Date untix xxx xenth (10th) anniversary of the Closing Date, Texas Genco shall maintain a minimum partners' equity, determined in accordance with GAAP, of Three Hundred Million Dollars ($300,000,000). In connection with any sale, assignment, conveyance or other transfer (regardless of form and whether by operation of law or otherwise) by either Purchaser of all or any portion of any of the right, title and interest in, to and under the Texas Genco Purchased Interest or the CPS Purchased Interest, as applicable (an "Interest Transfer"its Support Obligations when due in accordance with Section 2.01(b), by the Administrative Agent shall make a draw under such Purchaser after Equity Letter of Credit in an amount equal to such Pledgor’s Support Obligations due and payable on the Closing, such Purchaser agrees: relevant Disbursement Date. (b) In the event that any Pledgor shall (i) notify the Administrative Agent that it should draw upon any Contingent Equity Credit Support in order to include in the relevant agreement(s) relating to any satisfy such Interest Transfer covenants by the transferee in favor of such Purchaser and Seller to perform and observe all terms, conditions and provisions of the STP Participation Agreement and the STP Operating Agreement and a covenant on the part of such transferee to include the provisions of this Pledgor’s Support Obligations under Section 7.20(f)(i), mutatis mutandis, in any agreement relating to any Interest Transfer by such transferee (with the effect thereof being that Seller, such Purchaser and all other predecessors in interest of each subsequent transferee shall have the benefit of the covenants and provisions described in this Section 7.20(f)(i)); and 2.02 or (ii) fail to use Commercially Reasonable Efforts make payment of all or any portion of its Support Obligations when due in accordance with Section 2.02(a), the Administrative Agent shall, as applicable, make a drawing, or demand payment, under the relevant Contingent Equity Credit Support, in each case in an amount equal to include such Pledgor’s Shareholder Percentage of the Contingent Equity Contribution then due and payable, which amount shall be payable on the date five (5) Business Days after demand thereof. (c) In the event that any Pledgor shall (i) notify the Administrative Agent that it should draw upon any Equity Letter of Credit delivered pursuant to Section 2.03(c) in order to satisfy its obligations to make Tranche C Loans when required pursuant to the Credit Agreement or (ii) fail to disburse all or any portion of the Tranche C Loans when required pursuant to the Credit Agreement, the Administrative Agent shall make a draw under such Equity Letter of Credit in an amount equal to the amount of such Tranche C Loans to be disbursed on the relevant Disbursement Date. (d) Any Equity Letter of Credit delivered pursuant to this Agreement shall permit partial drawings by the beneficiary thereunder. Any payments made pursuant to drawings on any Equity Letter of Credit or Contingent Equity Credit Support shall be deemed to be a payment by the relevant Pledgor to satisfy, to the extent of such payment, the obligation of such Pledgor to make its Support Obligations under this Agreement and (i) the stated amount of any such Equity Letter of Credit shall be reduced in accordance with the terms of such Equity Letter of Credit or (ii) in the case of an Israel Corporation Guarantee, the Maximum Guaranteed Obligations shall be reduced in accordance with the terms thereof. (e) The absence of any draw on an any Equity Letter of Credit or Contingent Equity Credit Support pursuant to this Section 2.06 shall not (i) relieve such Pledgor of its obligations under this Agreement or (ii) preclude any further drawings under such Required Equity Credit Support or Contingent Equity Credit Support, as applicable. In the event that any Pledgor has provided two or more Acceptable Letters of Credit in fulfillment of its obligations under this Agreement, drawings shall be made ratably, sequentially or otherwise as directed by the relevant agreement(sPledgor, or if no such direction is provided as determined by the Administrative Agent. (f) relating In the event that any Pledgor funds any of its Support Obligations without resorting to a draw on any Equity Letter of Credit posted by such Interest Transfer provisions extending Pledgor, the Administrative Agent shall request the applicable Acceptable LC Provider to Seller reduce the benefits ofamount available for drawing on such Equity Letter of Credit which exceeds (i) such Pledgor’s Maximum Available Equity Contribution Amount or (ii) such Pledgor’s Shareholder Percentage of the Contingent Equity Contribution required under this Agreement at such time, in each case as certified to the Administrative Agent by an Authorized Officer of the Borrower, and making directly enforceable by Seller, (A) a covenant by in accordance with the transferee that is the same, in all material respects, as the covenant by such Purchaser in favor of Seller set forth in the first sentence of this Section 7.20(f), (B) any indemnities, covenants or similar provisions that protect such Purchaser from liabilities arising from a breach terms of such covenantEquity Letter of Credit. (g) On the Final Maturity Date, the Offshore Collateral Agent shall return any DSRA Letter of Credit provided howeverby a Pledgor pursuant to Section 2.03(b) to the Acceptable LC Provider thereof together with a written request from the Offshore Collateral Agent to cancel such DSRA Letter of Credit. On the Project Completion Date, that, in the Administrative Agent shall return any event, any protections afforded other Equity Letters of Credit provided by a Pledgor hereunder to the Acceptable LC Provider thereof together with a written request from the Administrative Agent to cancel such Purchaser by the transferee with respect to credit support shall be expressly afforded to Seller as a third party beneficiary, and (C) a covenant on the part Equity Letter of such transferee to include the provisions of this Section 7.20(f)(ii), mutatis mutandis, in any agreement relating to any Interest Transfer by such transferee (with the effect thereof being that Seller, such Purchaser and all other predecessors in interest of each subsequent transferee shall have the benefit of the covenants and provisions described in this Section 7.20(f)(ii))Credit.

Acceptable Credit Support. (a) Each Purchaser shall, at all times after the Effective Date until the payment in full of the Purchase Price, cause an Acceptable Credit Support to be maintained in full force and effect; provided that CPS shall be deemed to have satisfied the foregoing obligation so long as the rating of its Electrical and Gas Systems Revenue Bonds is not less than BBB- by S&P or Baa3 by Moody'sXxxxx'x. If, at any time prior to the payment in full of the Purchase XxxxxPrice, a Guarantor, in respect of any Purchaser, shall cease to be an Acceptable Guarantor, then such Purchaser shall, within ten (10) days after the earlier of the date on which (i) such Purchaser shall have been given notice of such cessation by Seller or (ii) such Purchaser shall have Knowledge of such cessation, deliver to Seller, at such Purchaser's election, either (x) a replacement Guaranty issued by an Acceptable Guarantor or (y) an Acceptable Letter of Credit which shall be maintained pursuant to the terms of Section 7.20(b) and Section 7.20(c). (b) If the applicable Purchaser shall have elected to deliver an Acceptable Letter of Credit pursuant to Section 7.20(a), then at all times thereafter until the payment in full of the Purchase Price, such Purchaser shall maintain in full force and effect an Acceptable Letter of Credit. If, at any time prior to the payment in full of the Purchase Price, the Issuing Bank of an Acceptable Letter of Credit issued on behalf of a Purchaser shall cease to be an Eligible Financial Institution, such Purchaser shall, within ten (10) days after the earlier of the date on which (i) such Purchaser shall have been given notice of such cessation by Seller or (ii) such Purchaser shall have Knowledge of such cessation, deliver to Seller, at such Purchaser's election, either (x) a replacement Acceptable Guaranty, which will be maintained pursuant to the terms of Section 7.20(a) or (y) an Acceptable Letter of Credit to be issued by an Issuing Bank that is an Eligible Financial Institution at such time. Upon the delivery of a replacement Acceptable Guaranty or issuance of a replacement Acceptable Letter of Credit, as the case may be, Seller shall surrender to the applicable Purchaser the original of the Guaranty or letter of credit being replaced. (c) The applicable Purchaser shall give Seller notice of the scheduled expiration of each Acceptable Letter of Credit not more than sixty (60) days nor less than thirty (30) days prior to the scheduled expiration date of such Acceptable Letter of Credit. Such Purchaser shall provide to Seller a copy of any written commitment for a replacement or renewal of an existing Acceptable Letter of Credit not less than thirty (30) days prior to the relevant scheduled expiration date and, if such Purchaser has not secured a commitment for a replacement or renewal of an expiring Acceptable Letter of Credit at least thirty (30) days prior to the scheduled expiration of such Acceptable Letter of Credit, such Purchaser shall promptly notify Seller of such fact. In addition, the applicable Purchaser shall deliver to Seller a replacement or renewal Acceptable Letter of Credit not less than ten (10) days prior to the scheduled expiration date of any Acceptable Letter of Credit then held by Seller. Upon the issuance of any such replacement or renewal Acceptable Letter of Credit, Seller shall surrender to such Purchaser the original of the Acceptable Letter of Credit being so replaced or renewed. (d) Each Purchaser shall, until the payment in full of the Purchase Price or the termination of this Agreement in accordance with its terms promptly notify Seller of any downgrade in or credit watch or similar adverse review with respect to the credit rating of Guarantor or Issuing Bank, as applicable, in respect of such Purchaser. (e) From and after the payment in full of the Purchase Price until the second anniversary of the Closing Date, (i) Texas Genco shall cause an Acceptable Credit Support to be maintained in full force and effect, subject to such Acceptable Credit Support being limited to a maximum of Texas Genco's Proportionate Share of Twenty Million Dollars ($20,000,000) and (ii) CPS shall cause an Acceptable Credit Support to be maintained in full force and effect, subject to such Acceptable Credit Support being limited to a maximum of CPS's Proportionate Share of Twenty Million Dollars ($20,000,000); provided that CPS shall be deemed to have satisfied the foregoing obligation so long as the rating of its Electrical and Gas Systems Revenue Bonds is not less than BBB- by S&P or Baa3 by Moody'sXxxxx'x. (f) From and after the Effective Date untix xxx xenth until the tenth (10th) anniversary of the Closing Date, Texas Genco shall maintain a minimum partners' equity, determined in accordance with GAAP, of Three Hundred Million Dollars ($300,000,000). In connection with any sale, assignment, conveyance or other transfer (regardless of form and whether by operation of law or otherwise) by either Purchaser of all or any portion of any of the right, title and interest in, to and under the Texas Genco Purchased Interest or the CPS Purchased Interest, as applicable (an "Interest Transfer"), by such Purchaser after the Closing, such Purchaser agrees: (i) to include in the relevant agreement(s) relating to any such Interest Transfer covenants by the transferee in favor of such Purchaser and Seller to perform and observe all terms, conditions and provisions of the STP Participation Agreement and the STP Operating Agreement and a covenant on the part of such transferee to include the provisions of this Section 7.20(f)(i), mutatis mutandis, in any agreement relating to any Interest Transfer by such transferee (with the effect thereof being that Seller, such Purchaser and all other predecessors in interest of each subsequent transferee shall have the benefit of the covenants and provisions described in this Section 7.20(f)(i)); and (ii) to use Commercially Reasonable Efforts to include in the relevant agreement(s) relating to any such Interest Transfer provisions extending to Seller the benefits of, and making directly enforceable by Seller, (A) a covenant by the transferee that is the same, in all material respects, as the covenant by such Purchaser in favor of Seller set forth in the first sentence of this Section 7.20(f), (B) any indemnities, covenants or similar provisions that protect such Purchaser from liabilities arising from a breach of such covenant, provided however, that, in any event, any protections afforded to such Purchaser by the transferee with respect to credit support shall be expressly afforded to Seller as a third party beneficiary, and (C) a covenant on the part of such transferee to include the provisions of this Section 7.20(f)(ii), mutatis mutandis, in any agreement relating to any Interest Transfer by such transferee (with the effect thereof being that Seller, such Purchaser and all other predecessors in interest of each subsequent transferee shall have the benefit of the covenants and provisions described in this Section 7.20(f)(ii)).

Acceptable Credit Support. (a) Each Purchaser shallProvided that no Default or Event of Default has occurred and is continuing and subject to clauses (b) and (c) below, at the Company may in writing, accompanied by the documents required by Section 13.04, request payment to it of all times after the Effective Date until the payment in full or a portion of the Purchase Price, cause an cash deposited or required to be deposited in the Debt Service Reserve Account upon the deposit of Acceptable Credit Support to be maintained in full force an equal amount. Upon such Deposit of Acceptable Credit Support and effect; provided that CPS receipt by the Trustee of such written request, the Trustee shall be deemed authorized and directed to have satisfied release such replaced cash to or at the foregoing obligation so long as the rating direction of its Electrical and Gas Systems Revenue Bonds is not less than BBB- by S&P or Baa3 by Moody's. If, at any time prior to the payment in full of the Purchase Xxxxx, a Guarantor, in respect of any Purchaser, shall cease to be an Acceptable Guarantor, then such Purchaser shall, within ten (10) days after the earlier of the date on which (i) such Purchaser shall have been given notice of such cessation by Seller or (ii) such Purchaser shall have Knowledge of such cessation, deliver to Seller, at such Purchaser's election, either (x) a replacement Guaranty issued by an Acceptable Guarantor or (y) an Acceptable Letter of Credit which shall be maintained pursuant to the terms of Section 7.20(b) and Section 7.20(c)NE LP. (b) If The Trustee shall be the applicable Purchaser beneficiary under any letter of credit and under any Guarantee constituting Acceptable Credit Support, and any Acceptable Credit Support shall have elected to deliver an allow drawings by the Trustee and the Trustee shall draw upon such Acceptable Letter of Credit pursuant to Section 7.20(a), then Support if it is not renewed at all times thereafter until the payment in full of the Purchase Price, such Purchaser shall maintain in full force and effect an Acceptable Letter of Credit. If, at any time least 30 days prior to its expiration date or if the payment in full ratings of the Purchase Price, the Issuing Bank of an Acceptable Letter of Credit issued on behalf of a Purchaser shall cease to be an Eligible Financial Institution, such Purchaser shall, within ten (10) days after the earlier of the date on which (i) such Purchaser shall have been given notice of such cessation by Seller or (ii) such Purchaser shall have Knowledge of such cessation, deliver to Seller, at such Purchaser's election, either (x) a replacement Acceptable Guaranty, which will be maintained pursuant to the terms of Section 7.20(a) or (y) an Acceptable Letter of Credit to be issued by an Issuing Bank that is an Eligible Financial Institution at such time. Upon the delivery of a replacement Acceptable Guaranty or issuance of a replacement Acceptable Letter of Credit, as the case may be, Seller shall surrender to the applicable Purchaser the original of the Guaranty any guarantor or letter of credit being replacedissuer fall below the required levels and alternative Acceptable Credit Support or cash is not provided to the Trustee within 15 days thereafter. If at any semi-annual interest payment date, the funds then on deposit in the Debt Service Account are insufficient to cover the payments set forth in Section 10.02(b)(i) hereof, the Trustee shall apply the funds then on deposit in the Revenues Account and, if still insufficient, the funds then on deposit in the Debt Service Reserve Account as provided in Section 10.02(b)(ii) hereof and/or if on any semi-annual interest payment date, the funds then on deposit in the Debt Service Reserve Account are insufficient to cover the Required DSRA Balance pursuant to Section 10.02(b)(ii) hereof, the Trustee is hereby authorized to transfer the funds on deposit in the Revenues Account and, if still insufficient, to draw upon such Acceptable Credit Support pro rata (if more than one) or otherwise in accordance with the terms of such Acceptable Credit Support (after cash then on deposit therein has been exhausted). (c) The applicable Purchaser issuer of or account party to any letter of credit or Guarantee shall give Seller notice have rights of subrogation against the Company, NE LP or NE LLC so long as (a) the Obligations of the scheduled expiration of each Acceptable Letter of Credit not more than sixty (60) days nor less than thirty (30) days prior Company, NE LP and NE LLC in respect thereof are subordinated to the scheduled expiration date repayment of such Acceptable Letter of Credit. Such Purchaser shall provide to Seller a copy of any written commitment for a replacement or renewal of an existing Acceptable Letter of Credit not less than thirty (30) days prior the Bond Loan and the Bonds and are payable only to the relevant scheduled expiration date and, if extent Restricted Payments can be made and (b) such Purchaser has not secured a commitment for a replacement issuer or renewal of an expiring Acceptable Letter of Credit at least thirty (30) days prior account party waives its rights to the scheduled expiration of such Acceptable Letter of Credit, such Purchaser shall promptly notify Seller of such fact. In addition, the applicable Purchaser shall deliver to Seller a replacement or renewal Acceptable Letter of Credit not less than ten (10) days prior to the scheduled expiration date of any Acceptable Letter of Credit then held by Seller. Upon the issuance of any such replacement or renewal Acceptable Letter of Credit, Seller shall surrender to such Purchaser the original of the Acceptable Letter of Credit being so replaced or renewed. (d) Each Purchaser shall, until the payment in full of the Purchase Price or the termination of this Agreement in accordance with its terms promptly notify Seller of any downgrade in or credit watch or similar adverse review with respect to the credit rating of Guarantor or Issuing Bank, as applicable, exercise remedies in respect of such Purchaser. (e) From and after the payment in full of the Purchase Price until the second anniversary of the Closing Date, (i) Texas Genco shall cause an Acceptable Credit Support to be maintained in full force and effect, subject to such Acceptable Credit Support being limited to a maximum of Texas Genco's Proportionate Share of Twenty Million Dollars ($20,000,000) and (ii) CPS shall cause an Acceptable Credit Support to be maintained in full force and effect, subject to such Acceptable Credit Support being limited to a maximum of CPS's Proportionate Share of Twenty Million Dollars ($20,000,000); provided that CPS shall be deemed to have satisfied the foregoing obligation Obligations so long as the rating of its Electrical and Gas Systems Revenue Bonds is not less than BBB- by S&P or Baa3 by Moody'sare outstanding. (f) From and after the Effective Date untix xxx xenth (10th) anniversary of the Closing Date, Texas Genco shall maintain a minimum partners' equity, determined in accordance with GAAP, of Three Hundred Million Dollars ($300,000,000). In connection with any sale, assignment, conveyance or other transfer (regardless of form and whether by operation of law or otherwise) by either Purchaser of all or any portion of any of the right, title and interest in, to and under the Texas Genco Purchased Interest or the CPS Purchased Interest, as applicable (an "Interest Transfer"), by such Purchaser after the Closing, such Purchaser agrees: (i) to include in the relevant agreement(s) relating to any such Interest Transfer covenants by the transferee in favor of such Purchaser and Seller to perform and observe all terms, conditions and provisions of the STP Participation Agreement and the STP Operating Agreement and a covenant on the part of such transferee to include the provisions of this Section 7.20(f)(i), mutatis mutandis, in any agreement relating to any Interest Transfer by such transferee (with the effect thereof being that Seller, such Purchaser and all other predecessors in interest of each subsequent transferee shall have the benefit of the covenants and provisions described in this Section 7.20(f)(i)); and (ii) to use Commercially Reasonable Efforts to include in the relevant agreement(s) relating to any such Interest Transfer provisions extending to Seller the benefits of, and making directly enforceable by Seller, (A) a covenant by the transferee that is the same, in all material respects, as the covenant by such Purchaser in favor of Seller set forth in the first sentence of this Section 7.20(f), (B) any indemnities, covenants or similar provisions that protect such Purchaser from liabilities arising from a breach of such covenant, provided however, that, in any event, any protections afforded to such Purchaser by the transferee with respect to credit support shall be expressly afforded to Seller as a third party beneficiary, and (C) a covenant on the part of such transferee to include the provisions of this Section 7.20(f)(ii), mutatis mutandis, in any agreement relating to any Interest Transfer by such transferee (with the effect thereof being that Seller, such Purchaser and all other predecessors in interest of each subsequent transferee shall have the benefit of the covenants and provisions described in this Section 7.20(f)(ii)).