Seller Credit Support. Within five (5) Business Days after execution of this Agreement, Seller shall deliver to T&D Base Security that equals the Base Security Amount. At any time during the Term of this Agreement Seller shall deliver to T&D credit support in a form that meets the definition of Replacement Security, within five (5) Business Days of Seller’s receipt of T&D’s request therefor, in an amount equal to Seller’s Exposure.
Seller Credit Support. (a) Credit Support Amount.
Seller Credit Support. Purchaser shall cause all guaranties, letters of credit, documents and instruments constituting the Seller Credit Support to be terminated effective as of the Closing, and shall cause all original documents comprising the Seller Credit Support to the returned to the Sellers on the Closing Date.
Seller Credit Support. Seller shall provide on the date of this Agreement, and cause to be maintained until the delivery of the first invoice pursuant to Article IX of this Agreement, a Seller Guarantee in an amount equal to $5,000,000. Buyer is relying on the legal, valid, binding and enforceable nature of the Seller Guarantee as an essential inducement and consideration for entering into this Agreement.
Seller Credit Support. No later than ten (10) Business Days after the Effective Date, Seller shall provide Pre-COD Credit Assurance to secure the obligations of Seller under this PPA. This amount shall be adjusted to the Post-COD Credit Assurance as of COD. Pre-COD Credit Assurance may only be fulfilled through cash deposit or Seller Letter of Credit. Post-COD Credit Assurance may be fulfilled through a combination of cash deposit, Seller Letter of Credit or Seller Guaranty. The Credit Support shall be: (a) a Seller Guaranty from an Acceptable Guarantor in form and substance reasonably satisfactory to Company for Post-COD Credit Assurance; (b) a Seller Letter of Credit in form and substance, and from an issuer, reasonably satisfactory to Company; or (c) a cash escrow deposited with a financial institution reasonably acceptable to Company and subject to the collateral security arrangements as are reasonably acceptable to Company, in an amount equal to the necessary Credit Support. For the Post-COD Credit Assurance, Seller shall have the right in its sole discretion to post a Seller Letter of Credit or a Seller Guaranty (or a combination thereof) for its security posting obligations under this Section 12.1 so long as the security meets the requirements for that security set out in this Article 12. The Seller Guaranty shall be substantially in the form of Exhibit M. If Seller elects to provide a letter of credit, it shall be an irrevocable standby letter of credit, in form and substance acceptable to Company, from a Qualified Issuer. The letter of credit must be issued for a minimum term of three hundred sixty (360) Days. Seller shall cause the renewal or extension of the letter of credit for additional consecutive terms of three hundred sixty (360) Days until the Scheduled Termination Date. Each extension or renewal shall occur no later than forty-five (45) Days prior to each expiration date of the then current letter of credit. If the letter of credit is not renewed or extended as required herein, Company shall have the right to draw immediately upon the letter of credit and to place the amounts so drawn, at Seller’s cost and with Seller’s funds, in an interest bearing escrow account, until and unless Seller provides a substitute form of security meeting the requirements of this PPA in the form of an irrevocable standby letter of credit. The Letter of Credit shall be in the substantially the form of Exhibit N. 28
Seller Credit Support. (a) Section 5.09(a) of the Seller Disclosure Schedule sets forth a complete list of all Seller Credit Support outstanding as of the date hereof. On the Closing Date, Seller shall deliver to Buyer an updated version of Section 5.09(a) of the Seller Disclosure Schedule that sets forth a complete list of all Seller Credit Support outstanding as of the Closing Date. From the date hereof until no Seller Credit Support remains outstanding (which may be, for the avoidance of doubt, if applicable, after the Closing), Buyer shall use its commercially reasonable efforts to (i) arrange for substitute letters of credit, guarantees and other obligations to replace any letters of credit, guarantees, financial assurances, surety bonds, performance bonds and other contractual obligations entered into by or on behalf of Seller or any of its Affiliates in connection with the Business (collectively, together with all obligations thereunder, the “Seller Credit Support”) or (ii) assume all obligations under each instrument of Seller Credit Support, obtaining from the creditor or other counterparty (or, in the case of letters of credit, bonds or other similar Seller Credit Support, the issuing bank (or similar entity) thereof) a full release (in a form and substance satisfactory to Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or issuing bank (or similar entity), as applicable, or fulfillment of other obligations to a counterparty or issuing bank (or similar entity), as applicable, in connection with amounts drawn or otherwise due and payable under such instrument of Seller Credit Support (including any lenders or other financing parties participating in such letters of credit, bonds or similar instruments of Seller Credit Support). To the extent any Seller Credit Support remains outstanding following the Closing, Buyer shall (A) indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all amounts paid, including costs, fees or expenses in connection with such Seller Credit Support, including Seller’s and its Affiliates’ fees in maintaining such Seller Credit Support, whether or not any such Seller Credit Support is drawn upon or required to be paid or otherwise performed, and (B) in any event, promptly reimburse Seller and its Affiliates to the extent any Seller Credit Support is drawn upon and Seller or any of its Affiliates makes any payment, including any reimbursement of...
Seller Credit Support. (a) Within five (5) Business Days after execution of this Agreement, Seller shall provide Buyer with a Letter of Credit issued by a Qualified Institution, substantially in the form attached hereto as Appendix C. The Letter of Credit or a replacement Letter of Credit shall be maintained in at least the following amount: $50/kW (“Seller’s Credit Support Amount”). The Seller shall be required to maintain the Seller’s Credit Support Amount until such time as the Seller obtains an Investment Grade Credit Rating at which time the Seller’s Credit Support Amount shall be cancelled and returned to the Seller. However, if at any time after the Seller obtains an Investment Grade Credit Rating, (i) the Credit Rating of Seller is lowered by S&P below BBB- and/or by Xxxxx’x below Baa3, as applicable, or (ii) Seller fails to maintain a Credit Rating with at least one of S&P or Xxxxx’x and such failure is continuing, then Seller shall be required to provide the Seller’s Credit Support Amount to Buyer within five (5) Business Days of a request by Buyer to be held as security for Seller’s obligations under this Agreement.
Seller Credit Support. 5.2.1 Within five (5) Business Days after execution of this Agreement, Seller shall deliver to T&D Base Security that equals 10% of the Base Security Amount (“First Base Security Payment”).
Seller Credit Support. (i) Notwithstanding anything to the contrary herein, prior to the Closing, Seller may not enter into, renew or extend any Seller Credit Support that is material to the Business individually or in the aggregate on term and conditions (not including the amount of the Seller Guarantee) that are materially less favorable to the guarantor than the forms of those Seller Guarantees that are set forth in Section 4.16(a)(ix) or Surety Bonds that are set forth in Section 4.16(a)(x), respectively of the Company Disclosure Schedule; provided that Surety Bonds issued on form documents from nationally recognized surety issuers are expressly permitted.
Seller Credit Support. There are no guaranties, letters of credit, bonds, security deposits, and other surety obligations and evidence of financial capacity in respect of the Refinery or the Asset other than the Seller Credit Support Arrangements set forth on Schedule 7.07. No counterparty to or beneficiary of any Seller Credit Support Arrangement has drawn on or otherwise sought to enforce its rights under such Seller Credit Support Arrangement.
