Purchaser’s Performance Security. Within ten (10) days after the Commercial Operation Date, Purchaser shall pay or provide to Seller a security deposit equal to Forty Million Dollars ($40,000,000) as security for Purchaser’s performance of its obligations under the Agreement (the “Purchaser’s Performance Security”). Such Purchaser’s Performance Security will not be required after the Commercial Operation Date if the Purchaser’s senior unsecured debt rating at any time is rated at or above a Standard & Poor’s rating of “A-” or a ▇▇▇▇▇’▇ rating of A3 (such rating levels to be equitably adjusted if either rating agency were in the future to change its rating standards). If required, such security shall be in the form of cash deposited in an interest bearing escrow account mutually acceptable to Purchaser and Seller; an unconditional and irrevocable direct pay letter of credit in form and substance reasonably satisfactory to Seller; or a performance bond in form and substance reasonably satisfactory to Seller. The form of security required will be in the sole discretion of Purchaser.
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