Common use of Independent Credit Threshold Clause in Contracts

Independent Credit Threshold. The XXXX Supplier that qualifies under the following criteria will be granted an Independent Credit Threshold. For the XXXX Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) of at least “BB‑“from S&P, “Ba3” from Moody’s or “BB-” from Fitch (a “Minimum Rating”). If the XXXX Supplier is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the XXXX Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier Maximum Independent Credit Threshold S&P Moody’s Fitch Percentage of TNW BBB+ and above Baa1 and above BBB+ and above 16% BBB Baa2 BBB 10% BBB- Baa3 BBB- 8% BB+ Ba1 BB+ 2% BB Ba2 BB 1% BB- Ba3 BB- 0.5% Below BB- Below Ba3 Below BB- 0% for a XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold S&P Moody’s Fitch Percentage of TNW BBB+ and above Baa1 and above BBB+ and above 16% BBB Baa2 BBB 10% BBB- Baa3 BBB- 8% BB+ Ba1 BB+ 2% BB Ba2 BB 1% BB- Ba3 BB- 0.5% Below BB- Below Ba3 Below BB- 0% The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor.

Independent Credit Threshold. The XXXX Supplier BGS-RSCP Suppliers that qualifies qualify under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). For The ICT will be used by the XXXX BGS-RSCP Supplier solely to partially or its Guarantor fully cover the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted one notch) will be used. (a) The following requirements shall apply to BGS-RSCP Suppliers or Guarantors of BGS-RSCP Suppliers that has have been organized incorporated or otherwise formed under the laws of a state of the United States, States or of the following requirements must be satisfied District of Columbia in order for such XXXX Supplier to be granted an ICT. For BGS-RSCP Suppliers who cannot meet the following requirements, the posting of cash or a letter of credit in an acceptable form as defined in Section 6.9(b) below (see standard format in Appendix C) for the entire aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company will be required at the time of or prior to the execution of this Agreement. (i) The BGS-RSCP Supplier shall meet the following requirements: the XXXX Supplier must (1) must be rated by at least one two of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’sXxxxx’x”) or Fitch), Xxxxx, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”), and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) of at least “BB‑“from BBB-” from S&P, “Ba3Baa3” from Moody’s Xxxxx’x, “BBB-” from Fitch, or “BB-bbb” from Fitch A.M. Best (a “Minimum Rating”). If the XXXX BGS-RSCP Supplier is rated by only two rating agencies, and the ratings are split, the higher lower rating will be used. If the XXXX BGS-RSCP Supplier is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX BGS-RSCP Supplier Maximum Max. Independent Credit Threshold S&P Moody’s Fitch Percentage Xxxxx’x Xxxxx A.M. Best A- and above A3 and above A- and above aaa 16% of TNW1 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW BBB+ The BGS-RSCP Supplier will be required to post cash or a letter of credit in an acceptable form as defined in Section 6.9(b) of this Agreement (see standard format in Appendix C) for the aggregate ICR amounts under this Agreement and above Baa1 any other BGS Supply agreement(s) between it and above BBB+ and above 16% BBB Baa2 BBB 10% BBB- Baa3 BBB- 8% BB+ Ba1 BB+ 2% BB Ba2 BB 1% BB- Ba3 BB- 0.5% Below BB- Below Ba3 Below BB- 0% for a XXXX Supplier the Company, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement; or (ii) For BGS-RSCP Suppliers having a Guarantor, the Guarantor must (1) must be rated by at least one two of the following rating agencies: S&P, Moody’s, Fitch, or FitchA.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold S&P Moody’s Fitch Percentage of TNW BBB+ and above Baa1 and above BBB+ and above 16% BBB Baa2 BBB 10% BBB- Baa3 BBB- 8% BB+ Ba1 BB+ 2% BB Ba2 BB 1% BB- Ba3 BB- 0.5% Below BB- Below Ba3 Below BB- 0% The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor.,

Independent Credit Threshold. The XXXX Supplier that qualifies under the following criteria will be granted an Independent Credit Threshold. For the XXXX Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) of at least “BB‑“from S&P, “Ba3” from Moody’s or “BB-” from Fitch (a “Minimum Rating”). If the XXXX Supplier is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the XXXX Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier Maximum Independent Credit Threshold S&P Moody’s Xxxxx’x Fitch Percentage of TNW BBB+ and above Baa1 and above BBB+ and above 16% BBB Baa2 BBB 10% BBB- Baa3 BBB- 8% BB+ Ba1 BB+ 2% BB Ba2 BB 1XX Xx0 XX 0% BB- Ba3 BB- XX- Xx0 XX- 0.5% Below BB- Below Ba3 Below BB- 0% for a XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold S&P Moody’s Xxxxx’x Fitch Percentage of TNW BBB+ and above Baa1 and above BBB+ and above 16% BBB Baa2 BBB 10% BBB- Baa3 BBB- 8% BB+ Ba1 BB+ 2% BB Ba2 BB 1XX Xx0 XX 0% BB- Ba3 BB- XX- Xx0 XX- 0.5% Below BB- Below Ba3 Below BB- 0% The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor.