Common use of Credit Support Clause in Contracts

Credit Support. If at any time the EOTT Guarantor has an Unacceptable EOTT Credit Rating or no Credit Rating, then within 5 days after the occurrence of such circumstance and as long as such circumstance shall exist, at EGLI's request, EOTT shall cause to be issued and maintained for the benefit of EGLI an irrevocable letter of credit in an amount reasonably request▇▇ ▇y EGLI not to exceed $25,000,000, having an effective period of one ye▇▇, issued by a bank reasonably acceptable to EGLI, and otherwise having terms and conditions reasonably acceptabl▇ ▇▇ EGLI. The letter of credit may be drawn upon by EGLI if EOTT fails t▇ ▇▇y any amount owed to EGLI hereunder. In the ▇▇▇▇t the letter of credit is drawn to satisf▇ ▇▇y of EOTTs obligations, EOTT shall promptly, but in no event more than 5 days following the date that the letter of credit is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part or in full by EGLI if EOTT fails to maintain the letter of credit as required or E▇▇▇ fails to renew the letter of credit at least 20 days prior to its expiration, in which case EGLI may hold the proceeds thereof for application from time to time ▇▇▇ the obligations of EOTT under this Agreement until the letter of credit is restored, in each case without limiting EOTT's obligation to maintain the letter of credit as required or any Event of Default applicable thereto. If at any time the EGLI Guarantor has an Unacceptable EGLI Credit Rating or no Credit R▇▇▇▇g, then within 5 days after the ▇▇▇urrence of such circumstance and as long as such circumstance shall exist, at EOTT's request, EGLI shall cause to be issued and maintained for the benefit of EOTT ▇▇ irrevocable letter of credit in an amount reasonably requested by EOTT not to exceed $25,000,000, having an effective period of one year, issued by bank reasonably acceptable to EOTT, and otherwise having terms and conditions reasonably acceptable to EOTT. The letter of credit may be drawn upon by EOTT if EGLI fails to pay any amount owed to EOTT hereunder. In the event th▇ ▇▇tter of credit is drawn to satisfy any of EGLI's obligations, EGLI shall promptly, but in no event more than 5 days following the ▇▇▇▇ that the letter of credit is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part or in full by EOTT if EGLI fails to maintain the letter of credit as required or EGLI fail▇ ▇▇ renew the letter of credit at least 20 days prior to i▇▇ ▇xpiration, in which case EOTT may hold the proceeds thereof for application from time to time for the obligations of EGLI under this Agreement until the letter of credit is restored, in ▇▇▇h case without limiting EGLI's obligation to maintain the letter of credit as required or any Event of Default applicable thereto.

Credit Support. If at (a) The Customer must, upon signing this Agreement, provide to AGL the credit support identified in Item 7 of Schedule 1 (if any). (b) AGL may by Notice request the Customer to provide AGL with credit support to secure the due and punctual performance of the Customer’s obligations under this Agreement if: i. the Customer fails to pay on the Due Date, the outstanding amount of any time the EOTT Guarantor has an Unacceptable EOTT Credit Rating 3 bills or no Credit Rating, then within 5 days after the occurrence of such circumstance and as long as such circumstance shall exist, at EGLI's request, EOTT shall cause to be issued and maintained for the benefit of EGLI an irrevocable letter of credit in an amount reasonably request2 consecutive bills ; or ii. ▇▇ ▇y EGLI not to exceed $25,000,000, having an effective period of one ye▇▇, issued acting reasonably, considers that the Customer's creditworthiness has materially changed since the date of this Agreement. (c) If AGL gives notice under clause 4.3(b), the Customer must provide the credit support in the amount requested within seven days after AGL’s request and it must be in the form of an irrevocable and unconditional undertaking given to AGL by a an Australian bank reasonably or another security acceptable to EGLI, AGL (which may include a guarantee from a creditworthy person or returnable deposit) and otherwise having on terms and conditions reasonably acceptabl▇ ▇▇ EGLIacceptable to AGL. (d) AGL may use the credit support to pay off any amounts the Customer owes to AGL under this Agreement. (e) AGL may retain any unused portion of any credit support held by it until the Customer ceases to purchase electricity from AGL. AGL must then return any unused portion of the credit support to the Customer within one month. (f) Where AGL uses the credit support to pay off any amounts the Customer owes to AGL under this Agreement, AGL may require the Customer to reinstate the credit support to the level of the original amount requested pursuant to sub-clause 4.3(c) above. (g) The letter Customer must give Notice to AGL of credit may be drawn upon by EGLI if EOTT fails t▇ ▇▇y any amount owed change in control of one-half of the shares in, or voting rights attaching to EGLI hereunder. In shares in, the ▇▇▇▇t Customer and of any event or circumstance that affects the letter creditworthiness of credit is drawn to satisf▇ ▇▇y of EOTTs obligationsthe Customer. (h) AGL may, EOTT shall promptly, but in no event more than 5 days following the date that the letter of credit is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part or in full by EGLI if EOTT fails to maintain the letter of credit as required or E▇▇▇ fails to renew the letter of credit at least 20 days prior to its expiration, in which case EGLI may hold the proceeds thereof for application from time to time ▇▇▇ time, request reasonable information from the obligations Customer to assist AGL in its assessment of EOTT the Customer's creditworthiness. Upon request, the Customer must provide the information requested. (i) If under clause 10.10 of this Agreement, the Customer assigns, novates or otherwise transfers this Agreement until to another party, AGL reserves the letter right to request credit support from that party and clause 4.3 of credit is restored, in each case without limiting EOTT's obligation to maintain the letter of credit as required or any Event of Default applicable thereto. If at any time the EGLI Guarantor has an Unacceptable EGLI Credit Rating or no Credit R▇▇▇▇g, then within 5 days after the ▇▇▇urrence of such circumstance and as long as such circumstance shall exist, at EOTT's request, EGLI shall cause to be issued and maintained for the benefit of EOTT ▇▇ irrevocable letter of credit in an amount reasonably requested by EOTT not to exceed $25,000,000, having an effective period of one year, issued by bank reasonably acceptable to EOTT, and otherwise having terms and conditions reasonably acceptable to EOTT. The letter of credit may be drawn upon by EOTT if EGLI fails to pay any amount owed to EOTT hereunder. In the event th▇ ▇▇tter of credit is drawn to satisfy any of EGLI's obligations, EGLI shall promptly, but in no event more than 5 days following the ▇▇▇▇ that the letter of credit is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part or in full by EOTT if EGLI fails to maintain the letter of credit as required or EGLI fail▇ ▇▇ renew the letter of credit at least 20 days prior to i▇▇ ▇xpiration, in which case EOTT may hold the proceeds thereof for application from time to time for the obligations of EGLI under this Agreement until the letter of credit is restored, in ▇▇▇h case without limiting EGLI's obligation will apply to maintain the letter of credit as required or any Event of Default applicable theretothat party.

Credit Support. If at For purposes of the Credit Support Annex the Independent Amount applicable, collectively, to all Transactions now or hereafter evidenced by this Master Confirmation shall be the greater of (x) USD 9,000,000, and (y) an amount equal to 6% of the Portfolio Book Value. The initial Independent Amount of USD 9,000,000 shall be Transferred by Party B to Party A on or before the Trade Date. Notwithstanding the terms of the Credit Support Annex, if on any time Valuation Date (as defined in the EOTT Guarantor has an Unacceptable EOTT Credit Rating Support Annex) the aggregate Value of all Posted Collateral on such Valuation Date, (i) plus the Portfolio Value Differential (which may be positive or no Credit Ratingnegative) determined on such Valuation Date, (ii) plus the net balance (which may be positive or negative) of the Collection Account on such Valuation Date, (iii) minus the aggregate of the Floating Amounts which have accrued but which have not been previously factored into the determination of the balance of the Collection Account (as provided in Section 4 above), (the amount resulting from such additions and subtraction being the “Collateral Amount”), is less than (x) where the relevant Valuation Date does not occur on any of the eighteen Business Days preceding any Deletion Price Determination Commencement Date which pertains to all Transactions evidenced hereby which are then within 5 days after outstanding, 5%, or (y) where the occurrence relevant Valuation Date occurs on any of the eighteen Business Days preceding any Deletion Price Determination Commencement Date which pertains to all Transactions evidenced hereby which are then outstanding, 3.5%, of the Portfolio Book Value in effect on such Valuation Date, the amount by which the Collateral Amount is less than (i) where the relevant Valuation Date does not occur on any of the eighteen Business Days preceding any Deletion Price Determination Commencement Date which pertains to all Transactions evidenced hereby which are then outstanding, 6%, or (y) where the relevant Valuation Date occurs on any of the eighteen Business Days preceding any Deletion Price Determination Commencement Date which pertains to all Transactions evidenced hereby which are then outstanding, 4%, of such circumstance and as long as Portfolio Book Value shall constitute the Delivery Amount for purposes of the Credit Support Annex in respect of such circumstance Valuation Date. For greater certainty, the Minimum Transfer Amount applicable to Party B specified in the Credit Support Annex shall existnot apply in the context of any Transaction evidenced hereby. Notwithstanding Paragraph 3 of the Credit Support Annex, at EGLI's requestthe transfer of any such Delivery Amount arising in connection with any Transaction evidenced hereby shall be satisfied by Party B, EOTT shall cause to be issued and maintained for in all instances, on the benefit of EGLI an irrevocable letter of credit in an amount reasonably request▇▇ ▇y EGLI not to exceed $25,000,000, having an effective period of one ye▇▇, issued by a bank reasonably acceptable to EGLI, and otherwise having terms and conditions reasonably acceptabl▇ ▇▇ EGLI. The letter of credit may be drawn upon by EGLI if EOTT fails t▇ ▇▇y any amount owed to EGLI hereunder. In the ▇▇▇▇t the letter of credit is drawn to satisf▇ ▇▇y of EOTTs obligations, EOTT shall promptly, but in no event more than 5 days first Local Business Day following the date that on which Party A’s demand for such transfer becomes effective in accordance with Section 12 of the letter of credit is drawnISDA Master Agreement unless Party A is, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part on or in full by EGLI if EOTT fails to maintain the letter of credit as required or E▇▇▇ fails to renew the letter of credit at least 20 days prior to its expirationbefore such first following Local Business Day, in receipt of a notice from Party B, given in accordance with Section 12 of the ISDA Master Agreement, which case EGLI may hold identifies one or more Reference Obligations that Party B wishes to delete from the proceeds thereof Portfolio in order to eliminate the relevant Delivery Amount. If Party B elects to delete Reference Obligations as aforesaid, (1) the date on which Party A received such notice shall be deemed to constitute a Deletion Price Determination Commencement Date specified pursuant to Section 3(B) above for application from time all purposes of this 25 Master Confirmation in respect of each Reference Obligation identified in Party B’s deletion notice, and (2) Party A’s right to time ▇▇▇ the obligations of EOTT under this Agreement until the letter of credit is restored, in each case without limiting EOTT's obligation to maintain the letter of credit as required or any declare an Event of Default applicable thereto. If at in respect of any time failure to transfer such Delivery Amount shall be stayed until the EGLI Guarantor has an Unacceptable EGLI Credit Rating or no Credit R▇▇▇▇g, then within 5 days after the ▇▇▇urrence of such circumstance and as long as such circumstance shall exist, at EOTT's request, EGLI shall cause to be issued and maintained for the benefit of EOTT ▇▇ irrevocable letter of credit in an amount reasonably requested by EOTT not to exceed $25,000,000, having an effective period of one year, issued by bank reasonably acceptable to EOTT, and otherwise having terms and conditions reasonably acceptable to EOTT. The letter of credit may be drawn upon by EOTT if EGLI fails to pay any amount owed to EOTT hereunder. In the event th▇ ▇▇tter of credit is drawn to satisfy any of EGLI's obligations, EGLI shall promptly, but in no event more than 5 days 5th Business Day following the ▇▇▇▇ that the letter effective date of credit is drawnParty B’s deletion notice. If, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part on or in full by EOTT if EGLI fails to maintain the letter of credit as required or EGLI fail▇ ▇▇ renew the letter of credit at least 20 days prior to i▇▇ ▇xpirationbefore such 5th following Business Day, in which case EOTT may hold the proceeds thereof respect of each Reference Obligation identified for application from time to time for the obligations of EGLI under this Agreement until the letter of credit is restored, in ▇▇▇h case without limiting EGLI's obligation to maintain the letter of credit as required or any Event of Default applicable thereto.deletion:

Credit Support. If at any time the EOTT Seller Guarantor has an Unacceptable EOTT Credit Rating or no Credit Rating, then within 5 five (5) days after the occurrence of such circumstance and as long as such circumstance shall exist, at EGLIBuyer's request, EOTT Seller shall cause to be issued and maintained for the benefit of EGLI Buyer an irrevocable letter of credit in an amount reasonably request▇▇ ▇y EGLI requested by Buyer not to exceed $25,000,000[*****], having an effective period of one ye▇▇year and automatically renewable at the end of each one year period until the end of the term of this Agreement, issued by a bank reasonably acceptable to EGLIthe Buyer, and otherwise having terms and conditions reasonably acceptabl▇ ▇▇ EGLIacceptable to Buyer. The letter of credit may be drawn upon by EGLI Buyer if EOTT Seller fails t▇ ▇▇y to pay any amount owed to EGLI Buyer hereunder. In the ▇▇▇▇t event the letter of credit is drawn to satisf▇ ▇▇y satisfy any of EOTTs Seller's obligations, EOTT Seller shall promptly, but in no event more than 5 five (5) days following the date that the letter of credit is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part or in full by EGLI Buyer if EOTT Seller fails to maintain the letter of credit as required or E▇▇▇ Seller fails to renew the letter of credit at least 20 twenty (20) days prior to its expiration, in which case EGLI Buyer may hold the proceeds thereof for application from time to time ▇▇▇ for the obligations of EOTT Seller under this Agreement until the letter of credit is restored, in each case without limiting EOTTSeller's obligation to maintain the letter of credit as required or any Event of Default applicable thereto. ------------- [*****] Indicates that material has been omitted and confidential treatment requested therefore. All such material has been filed separately with the Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. If at any time the EGLI Buyer Guarantor has an Unacceptable EGLI Buyer Credit Rating or no Credit R▇▇▇▇gRating, then within 5 five (5) days after the ▇▇▇urrence occurrence of such circumstance and as long as such circumstance shall exist, at EOTTSeller's request, EGLI Buyer shall cause to be issued and maintained for the benefit of EOTT ▇▇ Seller an irrevocable letter of credit in an amount reasonably requested by EOTT not to exceed $25,000,000, Seller having an effective period of one year, issued by a bank reasonably acceptable to EOTTSeller, and otherwise having terms and conditions reasonably acceptable to EOTTSeller. The letter of credit may be drawn upon by EOTT Seller if EGLI Buyer fails to pay any amount owed to EOTT Seller hereunder. In the event th▇ ▇▇tter the letter of credit is drawn to satisfy any of EGLIBuyer's obligations, EGLI Buyer shall promptly, but in no event more than 5 five (5) days following the ▇▇▇▇ date that the letter of credit is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part or in full by EOTT Seller if EGLI Buyer fails to maintain the letter of credit as required or EGLI fail▇ ▇▇ Buyer fails to renew the letter of credit at least 20 twenty (20) days prior to i▇▇ ▇xpirationits expiration, in which case EOTT Seller may hold the proceeds thereof for application from time to time for the obligations of EGLI Buyer under this Agreement until the letter of credit is restored, in ▇▇▇h each case without limiting EGLIBuyer's obligation to maintain the letter of credit as required or any Event of Default applicable thereto.

Credit Support. If at any time the EOTT Seller Guarantor has an Unacceptable EOTT Credit Rating or no Credit Rating, then within 5 five (5) days after the occurrence of such circumstance and as long as such circumstance shall exist, at EGLIBuyer's request, EOTT Seller shall cause to be issued and maintained for the benefit of EGLI Buyer an irrevocable letter of credit in an amount reasonably request▇▇ ▇y EGLI requested by Buyer not to exceed $25,000,000, having an effective period of one ye▇▇year and automatically renewable at the end of each one year period until the end of the term of this Agreement, issued by a bank reasonably acceptable to EGLIthe Buyer, and otherwise having terms and conditions reasonably acceptabl▇ ▇▇ EGLIacceptable to Buyer. The letter of credit may be drawn upon by EGLI Buyer if EOTT Seller fails t▇ ▇▇y to pay any amount owed to EGLI Buyer hereunder. In the ▇▇▇▇t event the letter of credit is drawn to satisf▇ ▇▇y satisfy any of EOTTs Seller's obligations, EOTT Seller shall promptly, but in no event more than 5 five (5) days following the date that the letter of credit is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part or in full by EGLI Buyer if EOTT Seller fails to maintain the letter of credit as required or E▇▇▇ Seller fails to renew the letter of credit at least 20 twenty (20) days prior to its expiration, in which case EGLI Buyer may hold the proceeds thereof for application from time to time ▇▇▇ for the obligations of EOTT Seller under this Agreement until the letter of credit is restored, in each case without limiting EOTTSeller's obligation to maintain the letter of credit as required or any Event of Default applicable thereto. If at any time the EGLI Buyer Guarantor has an Unacceptable EGLI Buyer Credit Rating or no Credit R▇▇▇▇gRating, then within 5 five (5) days after the ▇▇▇urrence occurrence of such circumstance and as long as such circumstance shall exist, at EOTTSeller's request, EGLI Buyer shall cause to be issued and maintained for the benefit of EOTT ▇▇ Seller an irrevocable letter of credit in an amount reasonably requested by EOTT not to exceed $25,000,000, Seller having an effective period of one year, issued by a bank reasonably acceptable to EOTTSeller, and otherwise having terms and conditions reasonably acceptable to EOTTSeller. The letter of credit may be drawn upon by EOTT Seller if EGLI Buyer fails to pay any amount owed to EOTT Seller hereunder. In the event th▇ ▇▇tter the letter of credit is drawn to satisfy any of EGLIBuyer's obligations, EGLI Buyer shall promptly, but in no event more than 5 five (5) days following the ▇▇▇▇ date that the letter of credit is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part or in full by EOTT Seller if EGLI Buyer fails to maintain the letter of credit as required or EGLI fail▇ ▇▇ Buyer fails to renew the letter of credit at least 20 twenty (20) days prior to i▇▇ ▇xpirationits expiration, in which case EOTT Seller may hold the proceeds thereof for application from time to time for the obligations of EGLI Buyer under this Agreement until the letter of credit is restored, in ▇▇▇h each case without limiting EGLIBuyer's obligation to maintain the letter of credit as required or any Event of Default applicable thereto.

Credit Support. If at any time the EOTT Guarantor has an Unacceptable EOTT Credit Rating or no Credit Rating, then within 5 days after the occurrence of such circumstance and as long as such circumstance shall exist, at EGLI's request, EOTT shall cause to be issued and maintained for the benefit of EGLI an EGL▇ ▇▇ irrevocable letter of credit in an amount reasonably request▇requested by EGL▇ ▇y EGLI not ▇t to exceed $25,000,000[*****], having an effective period of one ye▇▇year, issued by a bank reasonably acceptable to EGLIEGL▇, and ▇nd otherwise having terms and conditions reasonably acceptabl▇ acceptable to EGL▇▇ EGLI. The ▇he letter of credit may be drawn upon by EGLI if EGL▇ ▇▇ EOTT fails t▇ ▇▇y to pay any amount owed to EGLI hereunderEGL▇ ▇▇reunder. In the ▇▇▇▇t event the letter of credit is drawn to satisf▇ ▇▇y satisfy any of EOTTs EOTT's obligations, EOTT shall promptly, but in no event more than 5 days following the date that the letter of credit is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part or in full by EGLI if EGL▇ ▇▇ EOTT fails to maintain the letter of credit as required or E▇▇▇ EOTT fails to renew the letter of credit at least 20 days prior to its expiration, in which case EGLI may EGL▇ ▇▇y hold the proceeds thereof for application from time to time ▇▇▇ for the obligations of EOTT under this Agreement until the letter of credit is restored, in each case without limiting EOTT's obligation to maintain the letter of credit as required or any Event of Default applicable thereto. If at any time the EGLI Guarantor EGL▇ ▇▇arantor has an Unacceptable EGLI Credit EGL▇ ▇▇edit Rating or no Credit R▇▇▇▇gRating, then within 5 days after the ▇▇▇urrence occurrence of such circumstance and as long as such circumstance shall exist, at EOTT's request, EGLI shall EGL▇ ▇▇all cause to be issued and maintained for the benefit of EOTT ▇▇ an irrevocable letter of credit in an amount reasonably requested by EOTT not to exceed $25,000,000[*****], having an effective period of one year, issued by bank reasonably acceptable to EOTT, and otherwise having terms and conditions reasonably acceptable to EOTT. The letter of credit may be drawn upon by EOTT if EGLI fails EGL▇ ▇▇ils to pay any amount owed to EOTT hereunder. In the event th▇ ▇▇tter the letter of credit is drawn to satisfy any of EGLI's obligations, EGLI shall EGL▇ ▇▇all promptly, but in no event more than 5 days following the ▇▇▇▇ date that the letter of credit is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part or in full by EOTT if EGLI fails EGL▇ ▇▇ils to maintain the letter of credit as required or EGLI failEGL▇ ▇▇ ▇ils to renew the letter of credit at least 20 days prior to i▇▇ ▇xpirationits expiration, in which case EOTT may hold the proceeds thereof for application from time to time for the obligations of EGLI under EGL▇ ▇▇der this Agreement until the letter of credit is restored, in ▇▇▇h each case without limiting EGLI's obligation to maintain the letter of credit as required or any Event of Default applicable thereto.

Credit Support. (a) The Customer must, upon signing this Agreement, provide to AGL the credit support identified in Item 7 of Schedule 1 (if any). (b) AGL may by Notice request the Customer to provide AGL with credit support to secure the due and punctual performance of the Customer’s obligations under this Agreement if: i. the Customer fails to pay on the Due Date, the outstanding amount of any 3 bills or 2 consecutive bills ; or ii. AGL, acting reasonably, considers that the Customer's creditworthiness has materially changed since the date of this Agreement. (c) If at any time AGL gives notice under clause 4.3(b), the EOTT Guarantor has an Unacceptable EOTT Credit Rating or no Credit Rating, then Customer must provide the credit support in the amount requested within 5 seven days after AGL’s request and it must be in the occurrence form of such circumstance and as long as such circumstance shall exist, at EGLI's request, EOTT shall cause to be issued and maintained for the benefit of EGLI an irrevocable letter of credit in and unconditional undertaking given to AGL by an amount reasonably request▇▇ ▇y EGLI not to exceed $25,000,000, having an effective period of one ye▇▇, issued by a Australian bank reasonably or another security acceptable to EGLI, AGL (which may include a guarantee from a creditworthy person or returnable deposit) and otherwise having on terms and conditions reasonably acceptabl▇ ▇▇ EGLIacceptable to AGL. (d) AGL may use the credit support to pay off any amounts the Customer owes to AGL under this Agreement. . (e) AGL may retain any unused portion of any credit support held by it until the Customer ceases to purchase electricity from AGL. AGL must then return any unused portion of the credit support to the Customer within one month. (f) Where AGL uses the credit support to pay off any amounts the Customer owes to AGL under this Agreement, AGL may require the Customer to reinstate the credit support to the level of the original amount requested pursuant to sub-clause 4.3(c) above. (g) The letter Customer must give Notice to AGL of credit may be drawn upon by EGLI if EOTT fails t▇ ▇▇y any amount owed change in control of one-half of the shares in, or voting rights attaching to EGLI hereunder. In shares in, the ▇▇▇▇t Customer and of any event or circumstance that affects the letter creditworthiness of credit is drawn to satisf▇ ▇▇y of EOTTs obligationsthe Customer. (h) AGL may, EOTT shall promptly, but in no event more than 5 days following the date that the letter of credit is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part or in full by EGLI if EOTT fails to maintain the letter of credit as required or E▇▇▇ fails to renew the letter of credit at least 20 days prior to its expiration, in which case EGLI may hold the proceeds thereof for application from time to time ▇▇▇ time, request reasonable information from the obligations Customer to assist AGL in its assessment of EOTT the Customer's creditworthiness. Upon request, the Customer must provide the information requested. AGL has the right to terminate the agreement if acting reasonably it believes that there are any concerns relating to the creditworthiness of the Customer. (i) If under clause 10.10 of this Agreement, the Customer assigns, novates or otherwise transfers this Agreement until to another party, AGL reserves the letter right to request credit support from that party and clause 4.3 of credit is restored, in each case without limiting EOTT's obligation to maintain the letter of credit as required or any Event of Default applicable thereto. If at any time the EGLI Guarantor has an Unacceptable EGLI Credit Rating or no Credit R▇▇▇▇g, then within 5 days after the ▇▇▇urrence of such circumstance and as long as such circumstance shall exist, at EOTT's request, EGLI shall cause to be issued and maintained for the benefit of EOTT ▇▇ irrevocable letter of credit in an amount reasonably requested by EOTT not to exceed $25,000,000, having an effective period of one year, issued by bank reasonably acceptable to EOTT, and otherwise having terms and conditions reasonably acceptable to EOTT. The letter of credit may be drawn upon by EOTT if EGLI fails to pay any amount owed to EOTT hereunder. In the event th▇ ▇▇tter of credit is drawn to satisfy any of EGLI's obligations, EGLI shall promptly, but in no event more than 5 days following the ▇▇▇▇ that the letter of credit is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part or in full by EOTT if EGLI fails to maintain the letter of credit as required or EGLI fail▇ ▇▇ renew the letter of credit at least 20 days prior to i▇▇ ▇xpiration, in which case EOTT may hold the proceeds thereof for application from time to time for the obligations of EGLI under this Agreement until the letter of credit is restored, in ▇▇▇h case without limiting EGLI's obligation will apply to maintain the letter of credit as required or any Event of Default applicable theretothat party.

Credit Support. If at any time the EOTT Guarantor has an Unacceptable EOTT Credit Rating or no Credit Rating(a) Buyer and Seller shall, then within 5 days after the occurrence of such circumstance and as long as such circumstance shall exist, at EGLI's request, EOTT shall cause their Affiliates to, reasonably cooperate with each other party, and Buyer shall take all actions necessary, to be issued secure the unconditional release of Seller and maintained its Affiliates and the substitution of a similar obligation of Buyer, an Affiliate of Buyer or a third party as the guarantor, indemnitor or responsible party (a “Company Entity Substitute Guarantee”) under each guarantee, letter of credit, surety bond, indemnity or similar obligation, including those set forth in Section 6.12(a) of the Seller Disclosure Schedule, provided by any of the Seller Companies for the benefit of EGLI an irrevocable letter any of credit the Company Entities or any of their assets or operations (each, a “Company Entity Guarantee”) as promptly as reasonably practicable following the Execution Date and, in an amount reasonably request▇▇ ▇y EGLI any event, prior to the Closing Date, which Company Entity Substitute Guarantees will be effective upon the Closing; provided, however, that if any Company Entity Guarantee is not released prior to exceed $25,000,000the Closing, having an effective period of one ye▇▇, issued Buyer shall use its reasonable best efforts to cause the Company Entity Guarantee to be replaced by a bank reasonably acceptable Company Entity Substitute Guarantee, or the Company Entity Guarantee to EGLIbe released, terminated, cancelled or discharged without further cost to or obligation on the part of Seller or any of its Affiliates, and otherwise having terms cause any debts, liabilities and conditions obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, determined or determinable, on or off-balance sheet, of Seller or such Affiliate of Seller under any Company Entity Guarantee to be released as promptly as reasonably acceptabl▇ ▇▇ EGLIpracticable after the Closing Date. The Without limiting the foregoing, if any Company Entity Guarantee remains outstanding and is not fully released on or prior to the Closing by the applicable counterparty (including if it has been assigned to Buyer), Buyer shall, and shall cause the Company Entities to, perform to the maximum extent permitted thereunder, and pay and discharge all obligations of the applicable Company Entity, including the payment of any demands, costs, charges, interest and other payment obligations, until such time as Seller and its Affiliates are released and Buyer shall indemnify and hold harmless Seller and its Affiliates with respect to all losses, damages, costs and expenses (including reasonable attorneys’ fees), interest, awards, judgments, deficiencies, settlements, fines and penalties arising out of or relating to any such Company Entity Guarantee (including any failure of Buyer to perform, pay and discharge all obligations under such Company Entity Guarantee). Seller shall invoice Buyer all such amounts on a monthly basis. Seller and its Affiliates shall be under no obligation to extend or renew any Company Entity Guarantee that expires by its terms, nor to agree with any beneficiary of any Company Entity Guarantee to any amendment, waiver, or assignment thereof. (b) Buyer and Seller shall, and shall cause their Affiliates to, reasonably cooperate with each other party, and Seller shall take all actions necessary, to secure the unconditional release of the Company Entities and their Affiliates and the substitution of a similar obligation of Seller, an Affiliate of Seller or a third party as the guarantor, indemnitor or responsible party (a “Seller Substitute Guarantee”) under each guarantee, letter of credit may be drawn upon credit, surety bond, indemnity or similar obligation, including those set forth in Section 6.12(b) of the Seller Disclosure Schedule, provided by EGLI if EOTT fails t▇ ▇▇y any amount owed to EGLI hereunder. In of the ▇▇▇▇t the letter of credit is drawn to satisf▇ ▇▇y of EOTTs obligations, EOTT shall promptly, but in no event more than 5 days following the date that the letter of credit is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part or in full by EGLI if EOTT fails to maintain the letter of credit as required or E▇▇▇ fails to renew the letter of credit at least 20 days prior to its expiration, in which case EGLI may hold the proceeds thereof for application from time to time ▇▇▇ the obligations of EOTT under this Agreement until the letter of credit is restored, in each case without limiting EOTT's obligation to maintain the letter of credit as required or any Event of Default applicable thereto. If at any time the EGLI Guarantor has an Unacceptable EGLI Credit Rating or no Credit R▇▇▇▇g, then within 5 days after the ▇▇▇urrence of such circumstance and as long as such circumstance shall exist, at EOTT's request, EGLI shall cause to be issued and maintained Company Entities for the benefit of EOTT ▇▇ irrevocable letter any of credit the Seller Companies or any of their assets or operations (each, a “Seller Guarantee”) as promptly as reasonably practicable following the date hereof and, in an amount reasonably requested any event, prior to the Closing Date, which Seller Substitute Guarantees will be effective upon the Closing; provided, however, that if any Seller Guarantee is not released prior to the Closing, Seller shall use its reasonable best efforts to cause the Seller Guarantee to be replaced by EOTT not a Seller Substitute Guarantee, or the Seller Guarantee to exceed $25,000,000be released, having an effective period terminated, cancelled or discharged without further cost to or obligation on the part of one year, issued by bank reasonably acceptable to EOTTBuyer or any of its Affiliates, and otherwise having terms cause any debts, liabilities and conditions reasonably acceptable to EOTT. The letter of credit may be drawn upon by EOTT if EGLI fails to pay any amount owed to EOTT hereunder. In the event th▇ ▇▇tter of credit is drawn to satisfy any of EGLI's obligations, EGLI shall promptlywhether accrued or fixed, but in no event more than 5 days following absolute or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, determined or determinable, on or off-balance sheet, of Buyer or such Affiliate of Buyer under any Seller Guarantee to be released as promptly as reasonably practicable after the ▇▇▇▇ that Closing Date. Without limiting the letter of credit foregoing, if any Seller Guarantee remains outstanding and is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part not fully released on or in full by EOTT if EGLI fails to maintain the letter of credit as required or EGLI fail▇ ▇▇ renew the letter of credit at least 20 days prior to i▇▇ ▇xpirationthe Closing by the applicable counterparty (including if it has been assigned to Seller), in which case EOTT may hold Seller shall perform to the proceeds thereof for application from time to time for the maximum extent permitted thereunder, and pay and discharge all obligations of EGLI the applicable Seller Company, including the payment of any demands, costs, charges, interest and other payment obligations, until such time as Buyer and its Affiliates are released and Seller shall indemnify and hold harmless Buyer and its Affiliates with respect to all losses, damages, costs and expenses (including reasonable attorneys’ fees), interest, awards, judgments, deficiencies, settlements, fines and penalties arising out of or relating to any such Seller Guarantee (including any failure of Seller to perform, pay and discharge all obligations under this Agreement until the letter of credit is restored, in ▇▇▇h case without limiting EGLI's such Seller Guarantee). Buyer shall invoice Seller all such amounts on a monthly basis. Buyer and its Affiliates shall be under no obligation to maintain the letter extend or renew any Seller Guarantee that expires by its terms, nor to agree with any beneficiary of credit as required any Seller Guarantee to any amendment, waiver, or any Event of Default applicable theretoassignment thereof.

Credit Support. If The Lessee shall cause Credit Support to be maintained at all times during the period from the Closing Date (or any time subsequent Reinstatement Date) to the EOTT Guarantor has an Unacceptable EOTT applicable Release Date. Such Credit Rating Support and the related Reimbursement Agreement shall meet the following requirements: (1) the original stated term of any Letter of Credit or no Surety Bond shall not be less than two years and the Letter of Credit Rating, then within 5 days after or Surety Bond shall be irrevocable except upon the occurrence of a Release Date, (2) (x) any Letter of Credit or Surety Bond shall permit the beneficiary or owner thereof, as applicable, to assign its interest therein to a Transferee without the consent of the Issuing Bank or the Surety Bond Issuer, as applicable, or the Lessee in connection with a transfer made in accordance with Section 13 or (y) the Reimbursement Agreement pursuant to which such circumstance Letter of Credit or Surety Bond is issued shall unconditionally require the Issuing Bank or the Surety Bond Issuer, as applicable, to issue a Letter of Credit or Surety Bond, as applicable, to a Transferee in connection with a transfer made in accordance with Section 13, (3) at the time of the issuance of any Letter of Credit or Surety Bond, such Letter of Credit or Surety Bond shall be accompanied by an opinion of counsel in form and substance satisfactory to the Owner Participant, (4) the Issuing Bank or Surety Bond Issuer, as long the case may be, shall expressly waive any rights of subrogation in respect thereof and (5) such Letter of Credit or Surety Bond shall be drawable or payable, as such circumstance shall existthe case may be, at EGLI's requestupon presentation of a drawing certificate pursuant to which a beneficiary of the Letter of Credit or the holder of a Surety Bond, EOTT shall cause as applicable, certifies either (I) a Lease Event of Default has occurred and all amounts due to be issued the Lessor and maintained for the benefit Owner Participant pursuant to the Operative Documents (determined without regard to any bankruptcy, insolvency or similar law) have not been paid in full or (II) the Letter of EGLI an irrevocable letter of credit Credit or Surety Bond then in an amount reasonably request▇▇ ▇y EGLI not effect is stated to exceed $25,000,000, having an effective period of one ye▇▇, issued by a bank reasonably acceptable to EGLI, expire within 30 days and otherwise having terms and conditions reasonably acceptabl▇ ▇▇ EGLIno new Credit Support has been provided. The letter obligations of credit may the Lessee under any Reimbursement Agreement between the Lessee and the Issuing Bank relating to a Letter of Credit or between the Surety Bond Issuer and the Lessee relating to a Surety Bond shall be drawn upon unsecured (except to the extent permitted by EGLI Section 9.4 of the Initial Reimbursement Agreement or any similar provision contained in any other Reimbursement Agreement) and any such Reimbursement Agreement shall require that the Issuing Bank (or, if EOTT fails t▇ ▇▇y applicable, the Surety Bond Issuer) pay any amount owed to EGLI hereunderdraws on the Letter of Credit (or if applicable, make payments in respect of the Surety Bond) from general funds. In The Lessee shall give the ▇▇▇▇t Owner Participant notice of the letter scheduled termination of credit is drawn to satisf▇ ▇▇y each Letter of EOTTs obligations, EOTT shall promptly, but in no event Credit or Surety Bond not more than 5 90 nor less than 30 days following before its scheduled termination date. If the date that the letter Lessee has not secured a commitment for a renewal or replacement of credit is drawn, restore the letter an expiring Letter of credit to its original amount. The letter of credit may be drawn upon in part Credit or in full by EGLI if EOTT fails to maintain the letter of credit as required or E▇▇▇ fails to renew the letter of credit at least 20 Surety Bond not later than 30 days prior to its expiration, in which case EGLI may hold the proceeds thereof for application from time to time ▇▇▇ the obligations of EOTT under this Agreement until the letter of credit is restored, in each case without limiting EOTT's obligation to maintain the letter of credit as required or any Event of Default applicable thereto. If at any time the EGLI Guarantor has an Unacceptable EGLI Credit Rating or no Credit R▇▇▇▇g, then within 5 days after the ▇▇▇urrence stated expiration date of such circumstance and as long as expiring Letter of Credit or Surety Bond, the Lessee shall notify the Owner Participant of such circumstance shall exist, at EOTT's request, EGLI shall cause to be issued and maintained for the benefit of EOTT ▇▇ irrevocable letter of credit in an amount reasonably requested by EOTT not to exceed $25,000,000, having an effective period of one year, issued by bank reasonably acceptable to EOTT, and otherwise having terms and conditions reasonably acceptable to EOTT. The letter of credit may be drawn upon by EOTT if EGLI fails to pay any amount owed to EOTT hereunder. In the event th▇ ▇▇tter of credit is drawn to satisfy any of EGLI's obligations, EGLI shall promptly, but in no event more than 5 days following the ▇▇▇▇ that the letter of credit is drawn, restore the letter of credit to its original amount. The letter of credit may be drawn upon in part or in full by EOTT if EGLI fails to maintain the letter of credit as required or EGLI fail▇ ▇▇ renew the letter of credit at least 20 days prior to i▇▇ ▇xpiration, in which case EOTT may hold the proceeds thereof for application from time to time for the obligations of EGLI under this Agreement until the letter of credit is restored, in ▇▇▇h case without limiting EGLI's obligation to maintain the letter of credit as required or any Event of Default applicable theretofact.