Common use of Acceptable Letters of Credit Clause in Contracts

Acceptable Letters of Credit. (a) Subject to this Clause 26.15 and Clause 26.2 and provided that no Event of Default has occurred and is continuing and each Obligor is in compliance with all of its obligations under each Finance Document as at the date of such replacement of funds, both before and after giving effect to such replacement of funds, a Borrower at any time may elect to provide an Acceptable Letter of Credit in place of any funds that would otherwise be required to be deposited in its Debt Service Reserve Account. (b) The amount of any Acceptable Letter of Credit that a Borrower may elect to provide in accordance with Clause 26.15(a) shall equal the amount of funds otherwise required to be deposited in its relevant Debt Service Reserve Account (with no imputed interest) at the time such Acceptable Letter of Credit is put in place. (c) If a Borrower wishes to provide an Acceptable Letter of Credit in accordance with Clause 26.15(a) it shall give notice (an “Acceptable Letter of Credit Notice”) to the Intercreditor Agent. (d) Each Acceptable Letter of Credit Notice shall include: (i) the name of the entity that is to provide such Acceptable Letter of Credit; (ii) the expiration date of such Acceptable Letter of Credit; (iii) a confirmation by the relevant Borrower that such entity is an Acceptable Bank; (iv) a draft of the proposed form of the Acceptable Letter of Credit and related exhibits and drawing certificates; and (v) details of the amount of the Acceptable Letter of Credit proposed to be provided by the relevant Borrower in respect of its Debt Service Reserve Account. (e) If the Intercreditor Agent has not given notice objecting to any Acceptable Letter of Credit proposed in an Acceptable Letter of Credit Notice within five Business Days of receipt of an Acceptable Letter of Credit Notice, then the relevant Borrower may put in place the Acceptable Letter of Credit in the form described in such Acceptable Letter of Credit Notice provided that such Borrower has delivered to the Intercreditor Agent and the Security Trustee all documents comprising such Acceptable Letter of Credit (in the form attached to the Acceptable Letter of Credit Notice). If the Intercreditor Agent gives notice that it does not consider the terms of any Acceptable Letter of Credit proposed in an Acceptable Letter of Credit Notice compliant with the definition of “Acceptable Letter of Credit” then the Borrower may not put in place such Acceptable Letter of Credit. (f) Any funds standing to the credit of a Debt Service Reserve Account that are replaced with an Acceptable Letter of Credit shall be paid as Distributions, notwithstanding any restriction contained in the Finance Documents regarding the payment of Distributions. (g) If a Borrower has not either (x) proposed (in an Acceptable Letter of Credit Notice to which the Intercreditor Agent has not objected within five Business Days of receipt) a new or replacement Acceptable Letter of Credit or (y) deposited into its Debt Service Reserve Account an amount of funds equal to the amount of the then existing Acceptable Letter of Credit that is due to expire or in respect of which the issuer no longer satisfies the criteria for an Acceptable Bank (as applicable): (i) at least 30 days prior to the expiration of any Acceptable Letter of Credit; or (ii) within 15 days after the issuer of an Acceptable Letter of Credit no longer satisfies the criteria for an Acceptable Bank, then the Security Trustee, on giving the relevant Borrower at least one Business Day’s advance notice (a “Draw Notice”), shall draw upon such Acceptable Letter of Credit and deposit the amount drawn into that Borrower’s Debt Service Reserve Account (in each case, in the amount of funds in such Debt Service Reserve Account that were replaced or substituted with an Acceptable Letter of Credit). (h) A Borrower may release any Acceptable Letter of Credit that has been provided in accordance with Clause 26.15(a) at any time provided that such Borrower shall have deposited funds into its Debt Service Reserve Account in an amount at least equal to the then applicable Debt Service Reserve Account Required Balance. (i) At any time a Borrower may reduce the amount of any Acceptable Letter of Credit that replaced or substituted any funds in its Debt Service Reserve Account to the extent that the then applicable Debt Service Reserve Account Required Balance is less than the amount of such Acceptable Letter of Credit.

Acceptable Letters of Credit. Any Acceptable Letter of Credit shall be subject to the following provisions: (ai) Subject to this Clause 26.15 and Clause 26.2 and provided that no Event Any Acceptable Letter of Default has occurred and is continuing and each Obligor is in compliance with all of its obligations under each Finance Document as at Credit shall be delivered by the date of such replacement of funds, both before and after giving effect Sleeve Obligors to such replacement address as the Xxxxxxx Parties shall specify and shall be maintained for the benefit of fundsthe Xxxxxxx Parties or their designees. The Sleeve Obligors or the issuer of the Acceptable Letter of Credit shall (1) renew or cause the renewal of each outstanding Acceptable Letter of Credit on a timely basis as provided in the relevant Acceptable Letter of Credit, (2) if the bank that issued an outstanding Acceptable Letter of Credit has indicated its intent not to renew such Acceptable Letter of Credit, provide a Borrower substitute Acceptable Letter of Credit at any time may elect least twenty Business Days prior to provide the expiration of the outstanding Acceptable Letter of Credit, and (3) if a bank issuing an Acceptable Letter of Credit in place shall fail to honor the Xxxxxxx Parties’ properly documented request to draw on an outstanding Acceptable Letter of any funds that would otherwise be required to be deposited in its Debt Service Reserve Account. (b) The amount Credit, provide for the benefit of any the Xxxxxxx Parties a substitute Acceptable Letter of Credit that is issued by a Borrower may elect bank acceptable to provide the Xxxxxxx Parties within 3 Business Days after such refusal. (ii) Upon the occurrence of a Letter of Credit Default, the Sleeve Obligors agree to deliver to the Xxxxxxx Parties a substitute Acceptable Letter of Credit on or before the second Business Day after the occurrence thereof (or on or before the fifth Business Day after the occurrence thereof if only clause (1) under the definition of Letter of Credit Default applies). “Letter of Credit Default” shall mean with respect to an outstanding Acceptable Letter of Credit, the occurrence of any of the following events: (1) the issuer of such Acceptable Letter of Credit shall fail to maintain a Credit Rating of at least A by S&P and A2 by Xxxxx’x; (2) the issuer of the Acceptable Letter of Credit shall fail to comply with or perform its obligations under such Acceptable Letter of Credit if such failure shall be continuing after the lapse of any applicable grace period; (3) the issuer of such Acceptable Letter of Credit shall disaffirm, disclaim, repudiate or reject, in accordance with Clause 26.15(awhole or in part, or challenge the validity of such Acceptable Letter of Credit; (4) such Acceptable Letter of Credit shall equal the amount of funds otherwise required expire or terminate, or shall fail or cease to be deposited in full force and effect at any time during the term of this Agreement; or (5) the issuer of such Acceptable Letter of Credit institutes or consents to the institution of any proceeding under any insolvency, bankruptcy, reorganization, receivership, liquidation, winding-up or other debtor relief law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its relevant Debt Service Reserve Account (respective property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of the issuer of such Acceptable Letter of Credit and the appointment continues undischarged or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; provided, however, that no Letter of Credit Default shall occur in any event with no imputed interest) at respect to an Acceptable Letter of Credit after the time such Acceptable Letter of Credit is put in place. (c) If a Borrower wishes required to provide an Acceptable Letter of Credit be cancelled or returned to the Sleeve Obligors in accordance with Clause 26.15(a) it shall give notice (an “Acceptable Letter of Credit Notice”) to the Intercreditor Agent. (d) Each Acceptable Letter of Credit Notice shall include: (i) the name of the entity that is to provide such Acceptable Letter of Credit; (ii) the expiration date of such Acceptable Letter of Credit; (iii) a confirmation by the relevant Borrower that such entity is an Acceptable Bank; (iv) a draft of the proposed form of the Acceptable Letter of Credit and related exhibits and drawing certificates; and (v) details of the amount of the Acceptable Letter of Credit proposed to be provided by the relevant Borrower in respect of its Debt Service Reserve Account. (e) If the Intercreditor Agent has not given notice objecting to any Acceptable Letter of Credit proposed in an Acceptable Letter of Credit Notice within five Business Days of receipt of an Acceptable Letter of Credit Notice, then the relevant Borrower may put in place the Acceptable Letter of Credit in the form described in such Acceptable Letter of Credit Notice provided that such Borrower has delivered to the Intercreditor Agent and the Security Trustee all documents comprising such Acceptable Letter of Credit (in the form attached to the Acceptable Letter of Credit Notice). If the Intercreditor Agent gives notice that it does not consider the terms of any Acceptable Letter of Credit proposed in an Acceptable Letter of Credit Notice compliant with the definition of “Acceptable Letter of Credit” then the Borrower may not put in place such Acceptable Letter of Creditthis Agreement. (f) Any funds standing to the credit of a Debt Service Reserve Account that are replaced with an Acceptable Letter of Credit shall be paid as Distributions, notwithstanding any restriction contained in the Finance Documents regarding the payment of Distributions. (g) If a Borrower has not either (x) proposed (in an Acceptable Letter of Credit Notice to which the Intercreditor Agent has not objected within five Business Days of receipt) a new or replacement Acceptable Letter of Credit or (y) deposited into its Debt Service Reserve Account an amount of funds equal to the amount of the then existing Acceptable Letter of Credit that is due to expire or in respect of which the issuer no longer satisfies the criteria for an Acceptable Bank (as applicable): (i) at least 30 days prior to the expiration of any Acceptable Letter of Credit; or (ii) within 15 days after the issuer of an Acceptable Letter of Credit no longer satisfies the criteria for an Acceptable Bank, then the Security Trustee, on giving the relevant Borrower at least one Business Day’s advance notice (a “Draw Notice”), shall draw upon such Acceptable Letter of Credit and deposit the amount drawn into that Borrower’s Debt Service Reserve Account (in each case, in the amount of funds in such Debt Service Reserve Account that were replaced or substituted with an Acceptable Letter of Credit). (h) A Borrower may release any Acceptable Letter of Credit that has been provided in accordance with Clause 26.15(a) at any time provided that such Borrower shall have deposited funds into its Debt Service Reserve Account in an amount at least equal to the then applicable Debt Service Reserve Account Required Balance. (i) At any time a Borrower may reduce the amount of any Acceptable Letter of Credit that replaced or substituted any funds in its Debt Service Reserve Account to the extent that the then applicable Debt Service Reserve Account Required Balance is less than the amount of such Acceptable Letter of Credit.