Qualifying Equity Funding Agreement Sample Clauses

Qualifying Equity Funding Agreement. On the Closing Date, RMLC has caused the AIG Equity Funding Agreement to be issued by AIG. The Owner Participant acknowledges that on the Closing Date, the AIG Equity Funding Agreement is a Qualifying Equity Funding Agreement. Subject to the fourth sentence of this Section 9.6, at all times during the Facility Lease Term, RMLC shall maintain for the benefit of the Facility Lessor and the Owner Participant a Qualifying Equity Funding Agreement and will grant a first priority security interest in favor of the Facility Lessor and the Owner Participant with respect to the interest, if any, of RMLC in such Qualifying Equity Funding Agreement. If (a) any Qualifying Equity Funding Agreement maintained pursuant to this Section 9.6 shall cease to be a Qualifying Equity Funding Agreement or (b) RMLC shall make a good faith determination that a significant possibility exists that the existing Qualifying Equity Funding Agreement will cease to be a Qualifying Equity Funding Agreement, RMLC shall, within 60 days of the earliest of (i) having Actual Knowledge of such fact, (ii) reaching such a good faith determination or (iii) receiving notice from the Owner Participant of such fact, provide a replacement Qualifying Equity Funding Agreement and a first priority security interest with respect to the interest, if any, of RMLC in such Qualifying Equity Funding Agreement; provided that RMLC delivers a favorable opinion of counsel (such counsel and the form and substance of such opinion to be reasonably satisfactory to the Owner Participant) covering the matters, and to the same effect, as set forth in the opinion of counsel to AIG in connection with the issuance of the AIG Equity Funding Agreement on the Closing Date of such replacement Qualifying Equity Funding Agreement and the validity and perfection of the first priority security interest in favor of the Facility Lessor and the Owner Participant.