Common use of Prudential Undertaking Clause in Contracts

Prudential Undertaking. (a) If User does not have, or ceases to have, a long term senior unsecured debt rating of at least "BBB-" by Standard & Poor’s or an equivalent rating from another internationally recognised rating agency (Minimum Credit Rating), User will provide Service Provider with a guarantee of all User's obligations under this Agreement for the Term from a Related Body Corporate of User with the Minimum Credit Rating (Guarantor) in favour of Service Provider (Undertaking). (b) For the avoidance of doubt, Service Provider will not be required to commence providing the Services or continue providing the Services until User: (i) provides Service Provider with an Undertaking under clause 17.9(a); or (ii) otherwise satisfies Service Provider of the ability of User to meet its contractual obligations to Service Provider. (c) If User is unable to provide the Undertaking or if an Undertaking provided by User ceases to have effect or the credit rating of the Guarantor is downgraded below the Minimum Credit Rating or, in Service Provider's reasonable opinion, one or more events have occurred that have or are likely to have a material adverse effect on the Guarantor's ability to meet its obligations under the Undertaking, then Service Provider may request that User provide it with any one of the following: (i) an irrevocable demand guarantee issued on terms and by a bank or other financial institution acceptable to Service Provider; (ii) an irrevocable letter of credit satisfactory to Service Provider, acting reasonably; or (iii) some other form of prudential assurance satisfactory to Service Provider, (each an Adequate Assurance) for a sum equal to the amount that would be payable by User under this Agreement over the Term (and ignoring any sales or transfers by User of Firm Service MDQ or Other Entitlements that may take place during the Term) (Security Amount). (d) If User does not provide Service Provider with Adequate Assurance within 14 Days of Service Provider's request, Service Provider may suspend the performance of any and all of its obligations under this Agreement until User has provided the requested Adequate Assurance. (e) If User fails to pay Service Provider: (i) any amount due and payable under this Agreement within the time provided under this Agreement; or (ii) any amount due and payable following the resolution of a Dispute pursuant to clause 32, Service Provider may demand payment of such amount from the Guarantor or apply the Adequate Assurance (as applicable) in satisfaction of the outstanding payment obligation. (f) If: (i) Adequate Assurance provided by User is in the form of money (Monetary Assurance); and (ii) User subsequently wishes to replace that Adequate Assurance with another form of Adequate Assurance that is not money (Replacement Assurance), then User acknowledges and agrees that, following receipt of that Replacement Adequate Assurance, Service Provider will: (iii) retain that Monetary Assurance; and (iv) for each Month after the date of receipt in respect of which an invoice is rendered by Service Provider under this Agreement, apply that Monetary Assurance in satisfaction of: (A) full payment of that invoice; or (B) if the then balance of that Monetary Assurance is less than the amount of that invoice, payment of that portion of the invoice as equates to that balance, and User must pay the remainder of that invoice in accordance with clause 17.3(b). (g) If at the end of the Term all or any part of an Undertaking or an Adequate Assurance has not been applied by Service Provider to meet User's payment obligations under this Agreement, then Service Provider must forthwith return that Undertaking or Adequate Assurance to User. (h) If: (i) an irrevocable demand guarantee is issued by the bank of a customer of User; (ii) that bank is acceptable to Service Provider (acting reasonably); and (iii) the demand guarantee is on terms acceptable to Service Provider, then Service Provider will accept that bank guarantee as Adequate Assurance for the purposes of clause 17.9(c).

Prudential Undertaking. (a) If User does not have, or ceases to have, a long term senior unsecured debt rating of at least "BBB-" by Standard & Poor’s or an equivalent rating from another internationally recognised rating agency (Minimum Credit Rating), User will must provide Service Provider with a guarantee of all User's obligations under this Agreement for the Term from a Related Body Corporate of User with the Minimum Credit Rating (Guarantor) in favour of Service Provider (Undertaking). (b) For the avoidance of doubt, Service Provider will not be required to commence providing the Services or any MAP In Pipe Trade Service or continue providing the Services or any MAP In Pipe Trade Service until User: (i) provides Service Provider with an Undertaking under clause 17.9(a18.9(a); or (ii) otherwise satisfies Service Provider of the ability of User to meet its contractual obligations to Service Provider. (c) If User is unable to provide the Undertaking or if an Undertaking provided by User ceases to have effect or the credit rating of the Guarantor is downgraded below the Minimum Credit Rating or, in Service Provider's reasonable opinion, one or more events have occurred that have or are likely to have a material adverse effect on the Guarantor's ability to meet its obligations under the Undertaking, then Service Provider may request that User provide it with any one of the following: (i) an irrevocable demand guarantee issued on terms and by a bank or other financial institution acceptable to Service Provider; or; (ii) an irrevocable letter of credit satisfactory to Service Provider, acting reasonably; reasonably or (iii) some other form of prudential assurance satisfactory to Service Provider, . (each an Adequate Assurance) for a sum equal to the amount that would be payable by User under this Agreement over the Term (and ignoring any sales or transfers by User of Firm Service MDQ, Firm Park Service MDQ or Other Entitlements that may take place during the Term) (Security Amount). (d) If User does not provide Service Provider with Adequate Assurance within 14 Days of Service Provider's request, Service Provider may suspend the performance of any and all of its obligations under this Agreement until User has provided the requested Adequate Assurance. (e) If User fails to pay Service Provider: (i) any amount due and payable under this Agreement within the time provided under this Agreement; or (ii) any amount due and payable following the resolution of a Dispute pursuant to clause 3233, Service Provider may demand payment of such amount from the Guarantor under the Undertaking or otherwise apply the Adequate Assurance (as applicable) in satisfaction of the outstanding payment obligation. (f) If: (i) Adequate Assurance provided by User is in the form of money (Monetary Assurance); and (ii) User subsequently wishes to replace that Adequate Assurance with another form of Adequate Assurance that is not money (Replacement Assurance), then User acknowledges and agrees that, following receipt of that Replacement Adequate Assurance, Service Provider will: (iii) retain that Monetary Assurance; and (iv) for each Month after the date of receipt in respect of which an invoice is rendered by Service Provider under this Agreement, apply that Monetary Assurance in satisfaction of: (A) full payment of that invoice; or (B) if the then balance of that Monetary Assurance is less than the amount of that invoice, payment of that portion of the invoice as equates to that balance, and User must pay the remainder of that invoice in accordance with clause 17.3(b18.3(b). (g) If If, at the end of the Term Term, all or any part of an Undertaking or an Adequate Assurance has not been applied by Service Provider to meet User's payment obligations under this Agreement, then Service Provider must forthwith return that Undertaking or Adequate Assurance to User. (h) If: (i) an irrevocable demand guarantee is issued by the bank of a customer of User; (ii) that bank is acceptable to Service Provider (acting reasonably); and (iii) the demand guarantee is on terms acceptable to Service Provider, then Service Provider will accept that bank guarantee as Adequate Assurance for the purposes of clause 17.9(c18.9(c).

Prudential Undertaking. (a) If User does not have, or ceases to have, a long term senior unsecured debt rating of at least "BBB-" by Standard & Poor’s or an equivalent rating from another internationally recognised rating agency (Minimum Credit Rating), User will must provide Service Provider with a guarantee of all User's obligations under this Agreement for the Term from a Related Body Corporate of User with the Minimum Credit Rating (Guarantor) in favour of Service Provider (Undertaking). (b) For the avoidance of doubt, Service Provider will not be required to commence providing the Services or any MAP In Pipe Trade Service or continue providing the Services or any MAP In Pipe Trade Service until User: (i) provides Service Provider with an Undertaking under clause 17.9(a18.9(a); or (ii) otherwise satisfies Service Provider of the ability of User to meet its contractual obligations to Service Provider. (c) If User is unable to provide the Undertaking or if an Undertaking provided by User ceases to have effect or the credit rating of the Guarantor is downgraded below the Minimum Credit Rating or, in Service Provider's reasonable opinion, one or more events have occurred that have or are likely to have a material adverse effect on the Guarantor's ability to meet its obligations under the Undertaking, then Service Provider may request that User provide it with any one of the following: (i) an irrevocable demand guarantee issued on terms and by a bank or other financial institution acceptable to Service Provider; or; (ii) an irrevocable letter of credit satisfactory to Service Provider, acting reasonably; reasonably or (iii) some other form of prudential assurance satisfactory to Service Provider, . (each an Adequate Assurance) for a sum equal to the amount that would be payable by User under this Agreement over the Term (and ignoring any sales or transfers by User of Firm Service MDQ, Firm Park Service MDQ or Other Entitlements that may take place during the Term) (Security Amount). (d) If User does not provide Service Provider with Adequate Assurance within 14 Days of Service Provider's request, Service Provider may suspend the performance of any and all of its obligations under this Agreement until User has provided the requested Adequate Assurance. (e) If User fails to pay Service Provider: (i) any amount due and payable under this Agreement within the time provided under this Agreement; or (ii) any amount due and payable following the resolution of a Dispute pursuant to clause 3233, Service Provider may demand payment of such amount from the Guarantor under the Undertaking or otherwise apply the Adequate Assurance (as applicable) in satisfaction of the outstanding payment obligation. (f) If: (i) Adequate Assurance provided by User is in the form of money (Monetary Assurance); and (ii) User subsequently wishes to replace that Adequate Assurance with another form of Adequate Assurance that is not money (Replacement Assurance), then User acknowledges and agrees that, following receipt of that Replacement Adequate Assurance, Service Provider will: (iii) retain that Monetary Assurance; and (iv) for each Month after the date of receipt in respect of which an invoice is rendered by Service Provider under this Agreement, apply that Monetary Assurance in satisfaction of: (A) full payment of that invoice; or (B) if the then balance of that Monetary Assurance is less than the amount of that invoice, payment of that portion of the invoice as equates to that balance, and User must pay the remainder of that invoice in accordance with clause 17.3(b). (g) If at the end of the Term all or any part of an Undertaking or an Adequate Assurance has not been applied by Service Provider to meet User's payment obligations under this Agreement, then Service Provider must forthwith return that Undertaking or Adequate Assurance to User. (h) If: (i) an irrevocable demand guarantee is issued by the bank of a customer of User; (ii) that bank is acceptable to Service Provider (acting reasonably); and (iii) the demand guarantee is on terms acceptable to Service Provider, then Service Provider will accept that bank guarantee as Adequate Assurance for the purposes of clause 17.9(c).

Prudential Undertaking. ‌ (a) If User does not have, or ceases to have, a long term senior unsecured debt rating of at least "BBB-" by Standard & Poor’s or an equivalent rating from another internationally recognised rating agency (Minimum Credit Rating), User will must provide Service Provider with a guarantee of all User's obligations under this Agreement for the Term from a Related Body Corporate of User with the Minimum Credit Rating (Guarantor) in favour of Service Provider (Undertaking). (b) For the avoidance of doubt, Service Provider will not be required to commence providing the Services or continue providing the Services until User: (i) provides Service Provider with an Undertaking under clause 17.9(a18.9(a); or (ii) otherwise satisfies Service Provider of the ability of User to meet its contractual obligations to Service Provider. (c) If User is unable to provide the Undertaking or if an Undertaking provided by User ceases to have effect or the credit rating of the Guarantor is downgraded below the Minimum Credit Rating or, in Service Provider's Provider's‌ reasonable opinion, one or more events have occurred that have or are likely to have a material adverse effect on the Guarantor's ability to meet its obligations under the Undertaking, then Service Provider may request that User provide it with any one of the following:following (each an Adequate Assurance): (i) an irrevocable demand guarantee issued on terms and by a bank or other financial institution acceptable to Service Provider; or; (ii) an irrevocable letter of credit satisfactory to Service Provider, acting reasonably; reasonably or (iii) some other form of prudential assurance satisfactory to Service Provider, (each an Adequate Assurance) . for a sum equal to the amount that would be payable by User under this Agreement over the Term (and ignoring any sales or transfers by User of Firm Service MDQ, Firm Park Service MDQ or Other Entitlements that may take place during the Term) (Security Amount). (d) If User does not provide Service Provider with Adequate Assurance within 14 Days of Service Provider's request, Service Provider may suspend the performance of any and all of its obligations under this Agreement until User has provided the requested Adequate Assurance. (e) If User fails to pay Service Provider: (i) any amount due and payable under this Agreement within the time provided under this Agreement; or (ii) any amount due and payable following the resolution of a Dispute pursuant to clause 3233, Service Provider may demand payment of such amount from the Guarantor under the Undertaking or apply the Adequate Assurance (as applicable) in satisfaction of the outstanding payment obligation. (f) If: (i) Adequate Assurance provided by User is in the form of money (Monetary Assurance); and (ii) User subsequently wishes to replace that Adequate Assurance with another form of Adequate Assurance that is not money (Replacement Assurance), then User acknowledges and agrees that, following receipt of that Replacement Adequate Assurance, Service Provider will: (iii) retain that Monetary Assurance; and (iv) for each Month after the date of receipt in respect of which an invoice is rendered by Service Provider under this Agreement, apply that Monetary Assurance in satisfaction of: (A) full payment of that invoice; or (B) if the then balance of that Monetary Assurance is less than the amount of that invoice, payment of that portion of the invoice as equates to that balance, and User must pay the remainder of that invoice in accordance with clause 17.3(b). (g) If at the end of the Term Term, all or any part of an Undertaking or an Adequate Assurance has not been applied by Service Provider to meet User's payment obligations under this Agreement, then Service Provider must forthwith return that Undertaking or Adequate Assurance to User. (hg) If: (i) an irrevocable demand guarantee is issued by the bank of a customer of User; (ii) that bank is acceptable to Service Provider (acting reasonably); and (iii) the demand guarantee is on terms acceptable to Service Provider, then Service Provider will accept that bank guarantee as return an Undertaking or an Adequate Assurance for provided under this clause 18.9 in the purposes of clause 17.9(c)event that the circumstances that resulted in the Undertaking or the Adequate Assurance being requested no longer exist.