Credit Support Obligations. Schedule 7.5 sets forth each guarantee and other credit support obligation of Seller (other than any Assumed Agreement) under or related to the Assumed Agreements (the “Credit Support Obligations”). Buyer agrees that, to the extent reasonably required by a beneficiary of any such Credit Support Obligation, Buyer shall deliver to each such beneficiary a replacement guarantee or other credit support obligation acceptable to such beneficiary, with respect to each Credit Support Obligation of the Seller.
Credit Support Obligations. Upon demand by a Party (the “Transferee”) on or promptly following a Valuation Day, the other Party (the “Transferor”) shall transfer to the Transferee Eligible Credit Support in an amount equal to the amount by which the Credit Support Amount of the Transferee exceeds the Eligible Credit Support held by the Transferee at the Valuation Time. Eligible Credit Support demanded but not received by a Party prior to a Valuation Time shall be deemed to be held by it, provided that the transfer of such Eligible Credit Support is due on or after such Valuation Time.
Credit Support Obligations. (a) Delivery Amount Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit Support having a Value as of the date of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Delivery Amount” applicable to the Pledgor for any Valuation Date will equal the amount by which:
(i) the Credit Support Amount exceeds
(ii) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.
(b) Return Amount Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party’s Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Return Amount” applicable to the Secured Party for any Valuation Date will equal the amount by which:
(i) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party exceeds
(ii) the Credit Support Amount.
Credit Support Obligations. Contributor shall cause the Support Obligations marked with an asterisk in Schedule 3.24 of the AssetCo Disclosure Schedule to be replaced promptly following Closing, and in any event, no later than sixty (60) days thereafter, with letters of credit, cash collateral or other security in accordance with the Contract or Permit, as applicable, pursuant to which each such Support Obligation is required to be provided, or as otherwise acceptable to the beneficiary thereof. Promptly after any such Support Obligation is replaced by Contributor and the instrument being replaced is returned to Contributor, Class B HoldCo or any Acquired Company, Contributor shall promptly deliver or cause Class B HoldCo or such Acquired Company to deliver such replaced Support Obligation to AssetCo or, at AssetCo’s request, one of its Affiliates. AssetCo will cooperate reasonably with Contributor with respect to Contributor’s efforts to so replace such Support Obligations and agrees to maintain such Support Obligations until the earlier of (x) sixty (60) days after Closing or (y) the date on which Contributor causes such Support Obligations to be replaced in accordance with the terms of this Section 5.05; provided, if any such Support Obligation is not replaced at or prior to the Closing, Contributor shall reimburse AssetCo for any claims or drawings on, and the actual out-of-pocket costs of and fees reasonably incurred by AssetCo or its Affiliates in maintaining, such Support Obligation after Closing.
Credit Support Obligations. (i) Delivery Amount, Return
Credit Support Obligations. (i) This Annex is amended to delete the definition of (and all references to) "Credit Support Amount" therein. This Annex is further amended by restating Paragraph 3 thereof to read in its entirety as follows:
Credit Support Obligations. During the Credit Support Delivery Period, Credit Support Amount, Value, Delivery Amount and Return Amount will be calculated separately for each Rating Agency then rating the Certificates in accordance with the provisions relating to such Rating Agency set forth in this Paragraph 13(b), and the Pledgor will Transfer the highest Delivery Amount and the Secured Party will Transfer the lowest Return Amount so calculated, provided, that the Return Amount will be reduced to such amount as necessary so that Transfer of a Delivery Amount will not be required immediately after the Transfer of such Return Amount.
Credit Support Obligations. Schedule 3.21 sets forth each Contract that obligates the Company or its Subsidiaries to directly or indirectly provide financial support of any kind, collateral on behalf of, guarantees in respect of or otherwise make any capital contribution to or in respect of any Subsidiary of the Company (whether or not any such obligation is contingent upon any other event, fact or occurrence and whether or not any such obligation is subject to the giving of notice or the passage of time, or both) (“Credit Support Obligations”). Each Credit Support Obligation that requires the issuance of a letter of credit or posting of a surety bond or cash collateral upon the occurrence of another event, fact or occurrence is so noted on Schedule 3.21. There is no current obligation to make payment under or in respect of any such Credit Support Obligation, and no payments have been made by the Company or its Affiliates under any such Credit Support Obligation during the past five years. To Sellers’ Knowledge, no event or condition currently exists that, solely with the passage of time, the giving of notice, or both, would create a current or future obligation to make any payment under any such Credit Support Obligation, and neither the Company nor its Subsidiaries has received any written notice of such events or conditions.
