Common use of STID PROPOSAL Clause in Contracts

STID PROPOSAL. 3.1 The MDA is a Common Document and, accordingly, the Issuer is requesting the Security Trustee (acting in accordance with the STID Decision Making Protocol) to consent to, as an Ordinary Voting Matter, the Proposed Amendment in accordance with clause 23.2(a) (Amendments and Waivers: Common Documents, Bond Documents, Hedging Agreements and PBCE Documents) of the STID. This request shall constitute a STID Proposal. 3.2 We hereby certify that this STID Proposal: (a) is in respect of an Ordinary Voting Matter; (b) is not a Discretion Matter; (c) is not an Extraordinary Voting Matter; and (d) does not give rise to an Entrenched Right. 3.3 In accordance with paragraph 2.2(c) of schedule 2 (STID Decision Making Protocol) to the STID, we attach a proposed form of resolution (the Ordinary Resolution) at Appendix 2. 3.4 In accordance with paragraph 2.7(a) (STID Voting Request) of schedule 2 (STID Decision Making Protocol) to the STID, we hereby request the Security Trustee to send, promptly following receipt of this STID Proposal but no later than three Business Days thereafter: (a) a STID Voting Request (as defined in the STID and substantially in the form set out at Appendix 3 to this STID Proposal) to the Bond Trustee, the Hedge Counterparties, the BELLC Provider and the PBCE Provider; and (b) a STID Voting Request (as defined in the STID and substantially in the form set out at Appendix 4 to this STID Proposal) to the Bondholders. 3.5 In accordance with paragraphs 5.1 (Scope of Ordinary Voting Matters) and 5.2 (Requisite majority) of schedule 2 (STID Decision Making Protocol) to the STID, the Security Trustee may only agree to the Proposed Amendment as an Ordinary Voting Matter if the Ordinary Resolution is passed. The Ordinary Resolution will be passed unless Senior Creditors representing in aggregate at least 25 per cent. of the Senior Voting Debt have responded to the STID Voting Request referred to above, before the end of the Decision Period (as defined in paragraph 3.8 below), to inform the Security Trustee that they object to the STID Proposal (the Objection Threshold). 3.6 Pursuant to paragraph 5.3 (Notification of Ordinary Resolution) of schedule 2 (STID Decision Making Protocol) to the STID, the Security Trustee shall notify: (a) each Secured Creditor of the result of the Ordinary Resolution promptly following the expiry of the Decision Period (as defined in paragraph 3.8 below) or (if earlier) following the date on which the Security Trustee has received votes sufficient to reject the Ordinary Resolution; and (b) the Issuer promptly upon the result of the Ordinary Resolution. 3.7 In accordance with paragraph 2.3 (Copies of the STID Proposal) of schedule 2 (STID Decision Making Protocol) to the STID, concurrently with the delivery of this STID Proposal to the Security Trustee we are delivering a copy to each Secured Creditor listed in Appendix 1 (the Relevant Secured Creditors). We refer each Relevant Secured Creditor to their rights, pursuant to paragraph 2.4 (Determination of voting category) of schedule 2 (STID Decision Making Protocol) to the STID, to challenge the determination set out in paragraph 3.2 above. A challenge from any Relevant Secured Creditor, pursuant to paragraph 2.4 (Determination of voting category) of schedule 2 (STID Decision Making Protocol) to the STID, must be delivered to the Security Trustee in writing (with a copy to the Issuer) within 20 Business Days of the date of receipt by that Relevant Secured Creditor of the STID Voting Request from the Security Trustee (the Challenge Deadline). Details of how to make such challenge will be set out in the STID Voting Request to be delivered by the Security Trustee to the Relevant Secured Creditors. 3.8 The approval of the Security Trustee to the Proposed Amendment will be sought within 15 Business Days (the Decision Period) following a negative consent solicitation process with the Relevant Secured Creditors. This Decision Period will commence on the first Business Day after the Challenge Deadline if, prior to that date, the Security Trustee and the Issuer have not received: (a) a written challenge to the determination of the voting category in the STID Proposal from: (i) the Bond Trustee on the instructions of Bondholders representing at least 10 per cent. of the aggregate amount of the outstanding Bond Liabilities; or (ii) a Hedge Counterparty; or (b) a written challenge to the determination of whether the Proposed Amendment set out in the STID Proposal gives rise to an Entrenched Right from: (i) the Bond Trustee on the instructions of Bondholders representing at least 10 per cent. of the aggregate amount of the outstanding Bond Liabilities; or (ii) any other Relevant Secured Creditor. 3.9 Pursuant to the provisions of paragraph 2.6 (Commencement of Decision Period) of schedule 2 (STID Decision Making Protocol) to the STID, if a challenge is received by the Security Trustee and the Issuer before the Challenge Deadline, as contemplated by paragraph 3.8 above, the Decision Period will not commence on the first Business Day after the Challenge Deadline and we will provide you with a further notice about the existence of the challenge and when the Decision Period will commence.

STID PROPOSAL. 3.1 4.1 The MDA is a Common Document and, accordingly, the Issuer is requesting the Security Trustee (acting in accordance with the STID Decision Making Protocol) to consent to, to the O&M Consent Request as an Ordinary Extraordinary Voting Matter, the Proposed Amendment Matter in accordance with clause 23.2(a) (Amendments and Waivers: Common Documents, Bond Documents, Hedging Agreements and PBCE Documents) of the STIDSTID due to the request for the Information Waiver and the Issuer’s desire to ensure that the Secured Creditors feel enfranchised in relation to the process of terminating the Existing O&M Agreement and entering into the New O&M Agreement (notwithstanding the fact that the Proposed Termination and the Proposed Replacement are technically Ordinary Voting Matters). This request The O&M Consent Request shall constitute a STID Proposal. 3.2 4.2 We hereby certify that the O&M Consent Request in this STID Proposal: (a) is in respect of not an Ordinary Voting Matter; (b) is not a Discretion Matter; (c) is not an Extraordinary Voting Matter; and (d) does not give rise to an Entrenched Right. 3.3 4.3 In accordance with paragraph 2.2(c) of schedule 2 (STID Decision Making Protocol) to the STID, we attach a proposed form of resolution (the Ordinary Extraordinary Resolution) at Appendix 2. 3.4 4.4 In accordance with paragraph 2.7(a) (STID Voting Request) of schedule 2 (STID Decision Making Protocol) to the STID, we hereby request the Security Trustee to send, promptly following receipt of this STID Proposal but no later than three Business Days thereafter: (a) a STID Voting Request (as defined in the STID and substantially in the form set out at Appendix 3 to this STID Proposal) to the Bond Trustee, the Hedge Counterparties, the BELLC Provider and the PBCE Provider; and (b) a STID Voting Request (as defined in the STID and substantially in the form set out at Appendix 4 to this STID Proposal) to the Bondholders. 3.5 4.5 In accordance with paragraphs 5.1 6.1 (Scope of Ordinary Extraordinary Voting Matters), 6.2 (Quorum Requirement for an Extraordinary Voting Matter) and 5.2 6.3 (Requisite majoritymajority in respect of an Extraordinary Voting Matter) of schedule 2 (STID Decision Making Protocol) to the STID, the Security Trustee may only agree to the Proposed Amendment O&M Consent Request as an Ordinary Extraordinary Voting Matter if the Ordinary Extraordinary Resolution is passed. The Ordinary Extraordinary Resolution will be passed unless if: (a) the Quorum Requirement for an Extraordinary Voting Matter is satisfied as either: (i) one or more Senior Creditors representing representing, in aggregate aggregate, at least 25 20 per cent. of the Senior Voting Debt have responded to the STID Voting Request referred to above, above before the end of the Decision Period (as defined in paragraph 3.8 4.8 below); or (ii) if the Decision Period is extended in accordance with clause 6.2 (Quorum Requirement for an Extraordinary Voting Matter), one or more Senior Creditors representing, in aggregate, at least ten per cent. of the Senior Voting Debt have responded to the STID Voting Request referred to above before the end of the Extended Decision Period; and (b) one or more Senior Creditors representing, in aggregate, at least 66.67 per cent of the Senior Voting Debt that votes during the Decision Period or, if the Decision Period is extended in accordance with clause 6.2 (Quorum Requirement for an Extraordinary Voting Matter) of the STID, the Extended Decision Period, have responded to the O&M Consent Request to inform the Security Trustee that they object to vote in favour of the STID Proposal (the Objection Consent Threshold). 3.6 4.6 Pursuant to paragraph 5.3 6.4 (Notification of Ordinary Resolution) of schedule 2 (STID Decision Making Protocol) to the STID, the Security Trustee shall notify: (a) each Secured Creditor of the result of the Ordinary Extraordinary Resolution promptly following the expiry of the relevant Decision Period (as defined in paragraph 3.8 below) or the Extended Decision Period or (if earlier) following the date on which the Security Trustee has received votes sufficient to reject the Ordinary Extraordinary Resolution; and (b) the Issuer promptly upon the result of the Ordinary Extraordinary Resolution. 3.7 4.7 In accordance with paragraph 2.3 (Copies of the STID Proposal) of schedule 2 (STID Decision Making Protocol) to the STID, concurrently with the delivery of this STID Proposal to the Security Trustee we are delivering a copy to each Secured Creditor listed in Appendix 1 (the Relevant Secured Creditors). We refer each Relevant Secured Creditor to their rights, pursuant to paragraph 2.4 (Determination of voting category) of schedule 2 (STID Decision Making Protocol) to the STID, to challenge the determination set out in paragraph 3.2 4.2 above. A challenge from any Relevant Secured Creditor, pursuant to paragraph 2.4 (Determination of voting category) of schedule 2 (STID Decision Making Protocol) to the STID, must be delivered to the Security Trustee in writing (with a copy to the Issuer) within 20 Business Days of the date of receipt by that Relevant Secured Creditor of the STID Voting Request from the Security Trustee (the Challenge Deadline). Details of how to make such challenge will be set out in the STID Voting Request to be delivered by the Security Trustee to the Relevant Secured Creditors. 3.8 The 4.8 Subject to paragraph 4.9 below, the approval of the Security Trustee to the Proposed Amendment O&M Consent Request will be sought within 15 Business Days (the Decision Period) following a negative consent solicitation process with the Relevant Secured Creditors. This Decision Period will commence on the first Business Day after the Challenge Deadline if, prior to that date, the Security Trustee and the Issuer have not received: (a) a written challenge to the determination of the voting category in the STID Proposal from: (i) the Bond Trustee on the instructions of Bondholders representing at least 10 per cent. of the aggregate amount of the outstanding Bond Liabilities; or (ii) a Hedge Counterparty; or (b) a written challenge to the determination of whether the Proposed Amendment O&M Consent Request set out in the STID Proposal gives rise to an Entrenched Right from: (i) the Bond Trustee on the instructions of Bondholders representing at least 10 per cent. of the aggregate amount of the outstanding Bond Liabilities; or (ii) any other Relevant Secured Creditor. 3.9 Pursuant to the provisions of paragraph 2.6 (Commencement of Decision Period) of schedule 2 (STID Decision Making Protocol) to the STID, if a challenge is received by the Security Trustee and the Issuer before the Challenge Deadline, as contemplated by paragraph 3.8 above, the Decision Period will not commence on the first Business Day after the Challenge Deadline and we will provide you with a further notice about the existence of the challenge and when the Decision Period will commence.

STID PROPOSAL. 3.1 The MDA is a Common Document and, accordingly, the Issuer is requesting the Security Trustee (acting in accordance with the STID Decision Making Protocol) to consent to, to the O&M Consent Request as an Ordinary Voting Matter, the Proposed Amendment Matter in accordance with clause 23.2(a22.2(a) (Consents, Amendments and Waivers: Common Documents, Bond Documents, Hedging Agreements and PBCE DocumentsOverride) of the STID. This request shall constitute STID and that the O&M Consent Request constitutes a STID Proposal.Proposal.‌ 3.2 We hereby certify that the O&M Consent Request in this STID Proposal: (a) is in respect of an Ordinary Voting Matter; (b) is not a Discretion Matter; (c) is not an Extraordinary Voting Matter; and (d) does not give rise to an Entrenched Right.Right.‌ 3.3 In accordance with paragraph 2.2(c) of schedule 2 (STID Decision Making Protocol) to the STID, we attach a proposed form of resolution (the Ordinary Resolution) at Appendix 2. 3.4 In accordance with paragraph 2.7(a) (STID Voting Request) of schedule 2 (STID Decision Making Protocol) to the STID, we hereby request the Security Trustee to send, promptly following receipt of this STID Proposal but no later than three Business Days thereafter: (a) a STID Voting Request (as defined in the STID and substantially in the form set out at Appendix 3 to this STID Proposal) to the Bond Trustee, the Hedge Counterparties, the BELLC Provider Counterparties and the PBCE Provider; and (b) a STID Voting Request (as defined in the STID and substantially in the form set out at Appendix 4 to this STID Proposal) to the Bondholders. 3.5 In accordance with paragraphs 5.1 (Scope of Ordinary Voting Matters) and 5.2 (Requisite majoritymajority in respect of an Ordinary Voting Matter) of schedule 2 (STID Decision Making Protocol) to the STID, the Security Trustee may only agree to the Proposed Amendment O&M Consent Request as an Ordinary Voting Matter if the Ordinary Resolution is passed. The Ordinary Resolution will be passed unless Senior Creditors representing in aggregate at least 25 per cent. , of the Senior Voting Debt have responded to the a STID Voting Request referred to aboveRequest, before the end of the relevant Decision Period (as defined in paragraph 3.8 below)Period, to inform the Security Trustee that they object to the STID Proposal (the Objection Threshold).): 3.6 Pursuant to paragraph 5.3 (Notification of Ordinary Resolution) of schedule 2 (STID Decision Making Protocol) to the STID, the Security Trustee shall will notify: (a) each Secured Creditor of the result of the Ordinary Resolution promptly following the expiry of the relevant Decision Period (as defined in paragraph 3.8 below) or (if earlier) following the date on which the Security Trustee has received votes sufficient to reject the Ordinary Resolution; and (b) the Issuer promptly upon the result of the Ordinary Resolution.Resolution.‌ 3.7 In accordance with paragraph 2.3 (Copies of the STID Proposal) of schedule 2 (STID Decision Making Protocol) to the STID, concurrently with the delivery of this STID Proposal to the Security Trustee we are delivering a copy to each Secured Creditor listed in Appendix 1 (the Relevant Secured Creditors). We refer each Relevant Secured Creditor to their rights, pursuant to paragraph 2.4 (Determination of voting category) of schedule 2 (STID Decision Making Protocol) to the STID, to challenge the determination set out in paragraph 3.2 above. A challenge from any Relevant Secured Creditor, pursuant to paragraph 2.4 (Determination of voting category) of schedule 2 (STID Decision Making Protocol) to the STID, must be delivered to the Security Trustee in writing (with a copy to the Issuer) within 20 Business Days of the date of receipt by that Relevant Secured Creditor of the STID Voting Request from the Security Trustee (the Challenge Deadline). Details of how to make such challenge will be set out in the STID Voting Request to be delivered by the Security Trustee to the Relevant Secured Creditors. 3.8 The approval of the Security Trustee to the Proposed Amendment will be sought within 15 Business Days (the Decision Period) following a negative consent solicitation process with the Relevant Secured Creditors. This Decision Period will commence on the first Business Day after the Challenge Deadline if, prior to that date, the Security Trustee and the Issuer have not received: (a) a written challenge to the determination of the voting category in the STID Proposal from: (i) the Bond Trustee on the instructions of Bondholders representing at least 10 per cent. of the aggregate amount of the outstanding Bond Liabilities; or (ii) a Hedge Counterparty; or (b) a written challenge to the determination of whether the Proposed Amendment set out in the STID Proposal gives rise to an Entrenched Right from: (i) the Bond Trustee on the instructions of Bondholders representing at least 10 per cent. of the aggregate amount of the outstanding Bond Liabilities; or (ii) any other Relevant Secured Creditor. 3.9 Pursuant to the provisions of paragraph 2.6 (Commencement of Decision Period) of schedule 2 (STID Decision Making Protocol) to the STID, if a challenge is received by the Security Trustee and the Issuer before the Challenge Deadline, as contemplated by paragraph 3.8 above, the Decision Period will not commence on the first Business Day after the Challenge Deadline and we will provide you with a further notice about the existence of the challenge and when the Decision Period will commence.

STID PROPOSAL. 3.1 The CTA and MDA is a are Common Document andDocuments, and accordingly, the Issuer is requesting Borrower requests the Security Trustee (acting in accordance with the STID Decision Making Protocolrelevant resolutions of the Secured Creditors) to consent to, as an Ordinary Voting Matter, concur with the Obligors in making the Proposed Amendment in Consents. 3.2 In accordance with clause 23.2(a) 16.1 (Amendments and Waivers: Common Documents, Bond Documents, Hedging Agreements and PBCE DocumentsScope of Extraordinary Voting Matters) of the STID. This request , the Security Trustee shall not agree to concur with the Obligors in making any modification to, giving any consent under or granting any waiver in respect of any Common Documents which constitute a an Extraordinary Voting Matter unless and until an Extraordinary STID ProposalResolution has been passed. 3.2 3.3 We hereby certify that this STID Proposalthe Proposed Consents: (a) is are not in respect of an Ordinary Voting MatterDiscretion Matters; (b) is are not a Discretion MatterOrdinary Voting Matters; (c) is not an are Extraordinary Voting MatterMatters; and (d) does do not give rise to an Entrenched Right. 3.3 In accordance with paragraph 2.2(c) of schedule 2 (STID Decision Making Protocol) to the STID, we attach a proposed form of resolution (the Ordinary Resolution) at Appendix 2Rights. 3.4 In accordance with paragraph 2.7(a) (STID Voting Request) of schedule 2 (STID Decision Making Protocol) to the STID, we hereby request the Security Trustee to send, promptly following receipt of this STID Proposal but no later than three Business Days thereafter: (a) a STID Voting Request of Clause 13.3 (as defined in the STID and substantially in the form set out at Appendix 3 Copies to this STID Proposal) to the Bond Trustee, the Hedge Counterparties, the BELLC Provider and the PBCE Provider; and (b) a STID Voting Request (as defined in the STID and substantially in the form set out at Appendix 4 to this STID Proposal) to the Bondholders. 3.5 In accordance with paragraphs 5.1 (Scope of Ordinary Voting Matters) and 5.2 (Requisite majoritySecured Creditor Representatives) of schedule 2 (STID Decision Making Protocol) to the STID, the Security Trustee may only agree to the Proposed Amendment as an Ordinary Voting Matter if the Ordinary Resolution is passed. The Ordinary Resolution will be passed unless Senior Creditors representing in aggregate at least 25 per cent. of the Senior Voting Debt have responded to the STID Voting Request referred to above, before the end of the Decision Period (as defined in paragraph 3.8 below), to inform the Security Trustee that they object to the STID Proposal (the Objection Threshold). 3.6 Pursuant to paragraph 5.3 (Notification of Ordinary Resolution) of schedule 2 (STID Decision Making Protocol) to the STID, the Security Trustee shall notify: (a) each Secured Creditor of the result of the Ordinary Resolution promptly following the expiry of the Decision Period (as defined in paragraph 3.8 below) or (if earlier) following the date on which the Security Trustee has received votes sufficient to reject the Ordinary Resolution; and (b) the Issuer promptly upon the result of the Ordinary Resolution. 3.7 In accordance with paragraph 2.3 (Copies of the STID Proposal) of schedule 2 (STID Decision Making Protocol) to the STID, concurrently with the delivery of this STID Proposal to the Security Trustee we are delivering a copy of this STID Proposal to each the Secured Creditor listed in Appendix 1 (the Relevant Secured Creditors). We refer Representative of each Relevant Secured Creditor to their rights, pursuant to paragraph 2.4 (Determination of voting category) of schedule 2 (STID Decision Making Protocol) to the STID, to challenge the determination set out in paragraph 3.2 above. A challenge from any Relevant Secured Creditor, pursuant to paragraph 2.4 (Determination of voting category) of schedule 2 (STID Decision Making Protocol) to the STID, must be delivered to the Security Trustee in writing (with a copy to the Issuer) within 20 Business Days of the date of receipt by that Relevant Secured Creditor of the STID Voting Request from the Security Trustee (the Challenge Deadline). Details of how to make such challenge will be set out in the STID Voting Request to be delivered by the Security Trustee to the Relevant Secured Creditors. 3.8 The approval of the Security Trustee to the Proposed Amendment will be sought within 15 Business Days (the Decision Period) following a negative consent solicitation process with the Relevant Secured Creditors. This Decision Period will commence on the first Business Day after the Challenge Deadline if, prior to that date, the Security Trustee and the Issuer have not received: (a) a written challenge to the determination of the voting category in the STID Proposal from: (i) the Bond Trustee on the instructions of Bondholders representing at least 10 per cent. of the aggregate amount of the outstanding Bond Liabilities; or (ii) a Hedge Counterparty; or (b) a written challenge to the determination of whether the Proposed Amendment set out in the STID Proposal gives rise to an Entrenched Right from: (i) the Bond Trustee on the instructions of Bondholders representing at least 10 per cent. of the aggregate amount of the outstanding Bond Liabilities; or (ii) any other Relevant Secured Creditor. 3.9 Pursuant 3.5 Subject to the provisions of paragraph 2.6 Clause 13.2 (Minimum requirements of a STID Proposal) and Clause 13.6 (Commencement of Decision Period) of schedule 2 (STID Decision Making Protocol) to the STID, if a challenge is received by the approval of the Security Trustee and is sought upon the Issuer before the Challenge Deadline, as contemplated by paragraph 3.8 above, expiry of the Decision Period will not commence on 3 July 2018, being the first date falling 27 Business Days after the date of delivery of this STID Proposal or such other later date as is notified to the Security Trustee by the Borrower. 3.6 In accordance with Clause 13.7 (STID Voting Request) of the STID, the Security Trustee shall, following receipt of a STID Proposal, promptly but no later than five Business Days thereafter send a STID Voting Request in respect of such STID Proposal to each Secured Creditor (through its Secured Creditor Representative). The STID Voting Request shall: (a) request the following from each Qualifying Secured Creditor (delivered by its Secured Creditor Representative(s) on behalf of such Qualifying Secured Creditor) in respect of the STID Proposal: (i) a vote on that STID Proposal from such Qualifying Secured Creditor (through its Secured Creditor Representative(s)) no later than the Business Day after immediately preceding the Challenge Deadline and we will provide you with a further notice about the existence last day of the challenge and when the Decision Period will commencefor or against the implementation of that STID Proposal; and (ii) a certificate from such Qualifying Secured Creditor (through its Secured Creditor Representative(s)) that it is entitled under the terms of the STID to vote on that STID Proposal and stating, whether or not it votes, the Outstanding Principal Amount of its Qualifying Secured Debt in accordance with Clause 11.2 (Notification of Outstanding Principal Amount of Qualifying Secured Debt) of the STID (expressed in the Base Currency); (b) notify each recipient of the STID Voting Request that the determination of the Borrower set out in paragraph 3.3 above shall be binding on them unless the Security Trustee is instructed by Qualifying Secured Creditors (acting through their Secured Creditor Representatives) representing at least 10% of the Qualifying Secured Debt to deliver a Determination Dissenting Notice or by a Secured Creditor (acting through its Secured Creditor Representative(s)) to deliver an Entrenched Right Dissenting Notice within five Business Days of receipt of any STID Proposal from the Security Trustee in accordance with Clauses 13.4(b) and 13.4(c) of the STID.