Administration of Performance Assurance. (i) Subparagraph 6(a)(i) is amended by inserting the words “(other than Paragraph 6(a)(ii)(B))” after the words “then the provisions of Paragraph 6(a)(ii)”.
(ii) Subparagraph 6(a)(ii)(B) is amended by (a) deleting “to perfect the security interest of the Non-Downgraded Party” and replacing it with “to perfect the security interest of the Downgraded Party” and .
Administration of Performance Assurance. (a) Cash. Performance Assurance provided in the form of Cash to Buyer shall be subject to the following provisions:
(i) Notwithstanding the provisions of applicable law, if no Event of Default has occurred and is continuing with respect to Buyer and no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to Buyer for which there exist any unsatisfied payment obligations, then Buyer shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise use in its business any Cash that it holds as Performance Assurance hereunder, free from any claim or right of any nature whatsoever of Seller, including any equity or right of redemption by Seller.
(ii) So long as no Event of Default or Potential Event of Default with respect to Seller has occurred and is continuing, and no Early Termination Date has occurred or been designated as the result of an Event of Default with respect to Seller, and no amounts are owing and unpaid from Seller to Buyer hereunder, and to the extent that an obligation to Transfer Performance Assurance would not be created or increased by the Transfer, in the event that Buyer is holding Cash, Buyer will Transfer (or caused to be Transferred) to Seller, in lieu of any interest or other amounts paid or deemed to have been paid with respect to such Cash (all of which may be retained by Buyer), the Interest Amount when Buyer returns the Cash to Seller following the termination or expiration of this Agreement, as applicable and in conformity with Section 9.6. On or after the occurrence of a Potential Event of Default or an Event of Default with respect to Seller or an Early Termination Date as a result of an Event of Default with respect to Seller, Buyer shall retain any such Interest Amount as additional Performance Assurance hereunder until the obligations of Seller under the Agreement have been satisfied in the case of an Early Termination Date or for so long as such Event of Default is continuing in the case of an Event of Default.
Administration of Performance Assurance. (i) Subparagraph 6(a)(i) is amended by inserting the words “(other than Paragraph 6(a)(ii)(B))” after the words “then the provisions of Paragraph 6(a)(ii)” in the fifth line.
(ii) Subparagraph 6(a)(ii)(B) is amended by (a) deleting “to perfect the security interest of the Non-Downgraded Party” and replacing it with “to perfect the security interest of the Downgraded Party” in the eleventh line and (b) deleting the last two (2) sentences of that subparagraph.
(iii) A new Subparagraph 6(a)(iv) is added as follows:
(iv) Notwithstanding the above, any Cash received by Buyer may be temporarily commingled with its general Cash until such time as a separate account can be established on behalf of Seller at a Qualified Institution. Buyer shall use commercially reasonable efforts to establish a separate account on behalf of Seller as soon as reasonably possible. In addition, when funds are wired to Buyer’s general account, funds may be temporarily commingled until such time as the funds can be transferred from Buyer’s general receiving account to Buyer’s separate account on behalf of the Seller at the Qualified Institution. Such periods are generally of short duration and no interest shall be calculated or paid on amounts held during such time.
Administration of Performance Assurance. The term “Local Business Day” shall be amended to read “Business Day” throughout. Subparagraph 6(a)(ii)(B) is amended by:
(a) Deleting “to perfect the security interest of the Non- Downgraded Party” and replacing it with “to perfect the security interest of the Downgraded Party”.
(b) Deleting the last two (2) sentences of that paragraph. Paragraph 6(a)(iii) is amended to read in its entirety as follows: “[Intentionally deleted.]. Cash held by Party B as Performance Assurance shall not have any interest calculated for or paid, and no Interest Amount shall be calculated as being due from, or transferrable or payable by, Party B.
Administration of Performance Assurance. Any Letter of Credit shall be subject to the following provisions:
(i) Unless otherwise agreed to in writing by the parties, each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledging Party shall: (A) renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit; (B) if the bank that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide either a substitute Letter of Credit at least twenty
Administration of Performance Assurance. Any Letter of Credit shall be subject to the following provisions:
(i) Unless otherwise agreed to in writing by the parties, each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledging Party shall: (A) renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit; (B) if the bank that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide either a substitute Letter of Credit at least twenty ease the amoLuinndt aoCf .aBnridowutesltlanding or more additEioxnecaul tLiveetDteirrescotofr Credit;r of (20) business days prior to the expiration of the outstanding Letter of Credit; and (C) if a bank issuing a Letter of Credit shall fail to honor the Secured Party's properly documented request to draw on an outstanding Letter of Credit, provide for the benefit of the Secured Party either a substitute Letter of Cred it that is issued by a bank acceptable to the Secured Party with in one (1) business day after such refusal;
(ii) The Pledging Party may incr Letter of Credit or establish one and Credit, the Pledging Party hereby
(iii) With respect to each such Lette irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as the Pledging Party's true and lawful attorney-in-fact with full irrevocable power and authority to act in the name, place and stead of the Pledging Party or in the Secured Party's own name, from time to time in the Secured Party's discretion, but only in strict adhere to the terms set forth in the Letter of Credit, for the purpose of taking any and all action and executing and delivering any and all documents or instruments which may be necessary or desirable to accomplish the purposes of this Paragraph 19.
Administration of Performance Assurance. (a) Cash. Performance Assurance provided in the form of Cash to Secured Party shall be held in a jurisdiction of the United States at all times and shall be subject to the following provisions:
(i) The Secured Party shall have the right to commingle or otherwise use in its business any Cash that it holds as Performance Assurance hereunder; provided, however that such use shall be consistent with applicable industry standards.
(ii) The Secured Party may allow a Qualified Institution to hold all Cash in its possession on its behalf in a segregated, safekeeping or custody account (a "Collateral Account") within such Qualified Institution (subject to customary custody and control provisions) with the title of the account indicating that the property contained therein is being held as Cash owned by the Pledging Party, subject to the security interest of the Secured Party in accordance with this Agreement. Such Qualified Institution shall so long as it continues to serve as custodian with respect to the Cash in the Collateral Account, hold such Cash in accordance with the terms of this Agreement and for the security interest of the Secured Party and, subject to such security interest, for the ownership of the Pledging Party. The Qualified Institution will hold the Cash in an interest bearing account and, the Qualified Institution will not take any other actions in an attempt to obtain a return on the Cash in excess of what can be expected by maintaining the Cash in the interest bearing account, including but not limited to the investment or reinvestment of the Cash in any investment vehicles of any nature inconsistent with the stated constraint on the retention and use of the Cash in the interest bearing account; provided, however, that the Qualified Institution may invest and reinvest or procure the investment and reinvestment of the Cash in accordance with the written instructions of the Secured Party, which instructions shall be in compliance with industry standards. Provided, further that the Cash so held by the Qualified Institution shall be subject to the Pledging Party's request for the return of the Performance Assurance if authorized by this Agreement, and such Cash shall be returned in accordance with the timing set forth in this Agreement if required. The Secured Party agrees to cooperate as necessary to facilitate such return of the Performance Assurance from the Qualified Institution.
(iii) Interest shall be deemed to accrue on all Cash held by Secu...
Administration of Performance Assurance. (a) Cash. Performance Assurance provided in the form of Cash to a Party that is the Secured Party shall be subject to the following provisions:
(i) A Party shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (i) no Event of Default has occurred and is continuing with respect to it; and (ii) Cash shall be held only in any jurisdiction within the United States.
(ii) If such Party is entitled to hold Cash, then it will be entitled to hold Cash or to appoint an agent which is a Qualified Institution (a "CUSTODIAN") to hold Cash for it. If such Party is not entitled to hold Cash, then the provisions of Section 2.6(a)(iii) shall not apply with respect to such Party and Cash shall be held in a Qualified Institution in accordance with the provisions of Section 2.6(a)(iii)(B). Upon notice by the Secured Party to the Pledging Party of the appointment of a Custodian, the Pledging Party's obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Cash by a Custodian will be deemed to be the holding of Cash by the Secured Party for which the Custodian is acting. If the Secured Party or its Custodian fails to satisfy any conditions for holding Cash as set forth above or if the Secured Party is not entitled to hold Cash at any time, then the Secured Party will Transfer, or cause its Custodian to Transfer, the Cash to a Qualified Institution and the Cash shall be maintained in accordance with Section 2.6(a)(iii)(B), with the Party not eligible to hold Cash being considered the "DOWNGRADED PARTY" (as defined below). Except as set forth in Section 2.6(c), the Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable hereunder for its own acts or omissions.
Administration of Performance Assurance. (i) Subparagraph 6(a)(i) is amended by inserting the words “(other than Paragraph 6(a)(ii)(B))” after the words “then the provisions of Paragraph 6(a)(ii)”.)” in the fifth line.
(ii) Subparagraph 6(a)(ii)(B) is amended by (a) deleting “to perfect the security interest of the Non-Downgraded Party” and replacing it with “to perfect the security interest of the Downgraded Party” in the eleventh line and .((b) deleting the last two (2) sentences of that paragraphsubparagraph.
(iii) A new subsection,Subparagraph 6(a)(iv) is added, as follows:
(iv) Notwithstanding the above, any Cash received by the Buyer may be temporarily commingled with its general Cash until such time as a separate account can be established on behalf of the Seller at a Qualified Institution, (if one does not currently exist).. Buyer shall use commercially reasonable efforts to establish a separate account on behalf of Xxxxxx as soon as reasonably possible. In addition, when funds are wired to the Buyer’s general account, funds may be temporarily commingled until such time as the funds can be transferred from the Buyer’s general receiving account to the Buyer’s separate account on behalf of the Seller at the Qualified Institution. Such periods are generally of short duration and no interest shall be calculated or paid on amounts held during such time.
Administration of Performance Assurance
