Common use of DSR Letters of Credit Clause in Contracts

DSR Letters of Credit. (a) Subject to the terms and conditions hereof, from time to time on any Business Day occurring on or after the Closing Date until the date that is five (5) Business Days prior to the DSR LC Loan Commitment Termination Date (but not to exceed once in any given month or as otherwise agreed by the applicable DSR LC Issuer), each DSR LC Issuer agrees that it will, to the extent requested by the Borrower: (i) issue one or more standby letters of credit in favor of the Collateral Agent (for the benefit of the Administrative Agent, the Lenders and the DSR LC Issuers) (a “DSR Letter of Credit”) for the account of the Borrower in the Stated Amount requested by the Borrower on such day; or (ii) extend, upon the sole discretion of the applicable DSR LC Issuer, the Stated Expiry Date of an existing DSR Letter of Credit previously issued hereunder; provided that the Borrower shall request DSR Letters of Credit from the DSR LC Issuers on a pro rata basis and each such DSR LC Issuer shall not be required to issue or extend any such DSR Letter of Credit if the conditions in Section 5.2 have not been satisfied or waived (in accordance with the terms of this Agreement); provided, further, if any DSR LC Loan Lender (other than such DSR LC Issuer or its Affiliate) is a Defaulting Lender, to the extent such DSR LC Issuer has Fronting Exposure in respect of such DSR Letter of Credit, such DSR LC Issuer shall not be required to issue any DSR Letter of Credit unless (A) the Defaulting Lender’s participation in the DSR Letters of Credit requested to be issued or extended and related DSR LC Loans have been reallocated among the Non-Defaulting Lenders in accordance with Section 4.12.1(c), (B) the Borrower has Cash Collateralized such DSR LC Loan Lender’s DSR LC Loan Percentage of the DSR Letter of Credit requested to be issued or extended (including by transfer of funds available in the Available Cash Account but excluding by funding of a DSR LC Loan) or (C) such DSR LC Issuer has entered into arrangements satisfactory to it and the Borrower to reduce such DSR LC Issuer’s risk with respect to the participation in DSR Letters of Credit of the Defaulting Lender to the same extent as would have existed were such DSR LC Loan Lender not a Defaulting Lender; provided, still further, that after giving effect to any such issuance or extension, in no event shall such Lender’s DSR LC Outstandings exceed its DSR LC Loan Commitment. (b) No DSR LC Issuer shall be under any obligation to issue any DSR Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such DSR LC Issuer from issuing the DSR Letter of Credit, or any law applicable to such DSR LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such DSR LC Issuer shall prohibit, or request that such DSR LC Issuer refrain from, the issuance of letters of credit generally or the applicable DSR Letter of Credit in particular or shall impose upon such DSR LC Issuer with respect to the applicable DSR Letter of Credit any restriction, reserve or capital requirement (for which such DSR LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such DSR LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such DSR LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it (for which such DSR LC Issuer is not otherwise reimbursed hereunder). (c) Notwithstanding anything to the contrary herein, the DSR LC Facility shall be structured as a non-fronting letter of credit facility and, accordingly, regardless of Section 4.12, Section 2.6.6 or any other provision in this Agreement or any other Loan Document to the contrary (including any reference to potential fronting exposure or Fronting Exposure), (i) no DSR LC Issuer shall, without its prior written consent, have any fronting exposure or Fronting Exposure to any DSR LC Loan Lender that is not the same Person or an Affiliate of such DSR LC Issuer and (ii) no DSR LC Loan Lender shall, without its prior written consent, be bound to purchase or acquire any participation in a DSR Letter of Credit issued by such DSR LC Issuer under the DSR LC Facility that is not the same Person or an Affiliate of such DSR LC Loan Lender.

DSR Letters of Credit. (a) Subject to the terms and conditions hereof, from time to time on any Business Day occurring on or after the Closing Date until the date that is five (5) Business Days prior to the DSR LC Loan Commitment Termination Date (but not to exceed once in any given month or as otherwise agreed by the applicable DSR LC Issuer), each DSR LC Issuer agrees that it will, to the extent requested by the each Borrower: (i) issue one or more standby letters of credit in favor of the Collateral Agent (for the benefit of the Administrative Agent, the Lenders and the DSR LC Issuers) (a “DSR Letter of Credit”) for the account of the each Borrower in the Stated Amount requested by the each Borrower on such day; or (ii) extend, upon the sole discretion of the applicable DSR LC Issuer, the Stated Expiry Date of an existing DSR Letter of Credit previously issued hereunder; provided that the each Borrower shall request DSR Letters of Credit from the DSR LC Issuers on a pro rata basis and each such DSR LC Issuer shall not be required to issue or extend any such DSR Letter of Credit if the conditions in Section 5.2 have not been satisfied or waived (in accordance with the terms of this Agreement); provided, further, if any DSR LC Loan Lender (other than such DSR LC Issuer or its Affiliate) is a Defaulting Lender, to the extent such DSR LC Issuer has Fronting Exposure in respect of such DSR Letter of Credit, such DSR LC Issuer shall not be required to issue any DSR Letter of Credit unless (A) the Defaulting Lender’s participation in the DSR Letters of Credit requested to be issued or extended and related DSR LC Loans have been reallocated among the Non-Defaulting Lenders in accordance with Section 4.12.1(c), (B) the Borrower has Borrowers have Cash Collateralized such DSR LC Loan Lender’s DSR LC Loan Percentage of the DSR Letter of Credit requested to be issued or extended (including by transfer of funds available in the applicable Available Cash Account but excluding by funding of a DSR LC Loan) or (C) such DSR LC Issuer has entered into arrangements satisfactory to it and the Borrower Borrowers to reduce such DSR LC Issuer’s risk with respect to the participation in DSR Letters of Credit of the Defaulting Lender to the same extent as would have existed were such DSR LC Loan Lender not a Defaulting Lender; provided, still further, that after giving effect to any such issuance or extension, in no event shall such Lender’s DSR LC Outstandings exceed its DSR LC Loan Commitment. (b) No DSR LC Issuer shall be under any obligation to issue any DSR Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such DSR LC Issuer from issuing the DSR Letter of Credit, or any law applicable to such DSR LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such DSR LC Issuer shall prohibit, or request that such DSR LC Issuer refrain from, the issuance of letters of credit generally or the applicable DSR Letter of Credit in particular or shall impose upon such DSR LC Issuer with respect to the applicable DSR Letter of Credit any restriction, reserve or capital requirement (for which such DSR LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such DSR LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such DSR LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it (for which such DSR LC Issuer is not otherwise reimbursed hereunder). (c) Notwithstanding anything to the contrary herein, the DSR LC Facility shall be structured as a non-fronting letter of credit facility and, accordingly, regardless of Section 4.12, Section 2.6.6 or any other provision in this Agreement or any other Loan Document to the contrary (including any reference to potential fronting exposure or Fronting Exposure), (i) no DSR LC Issuer shall, without its prior written consent, have any fronting exposure or Fronting Exposure to any DSR LC Loan Lender that is not the same Person or an Affiliate of such DSR LC Issuer and (ii) no DSR LC Loan Lender shall, without its prior written consent, be bound to purchase or acquire any participation in a DSR Letter of Credit issued by such DSR LC Issuer under the DSR LC Facility that is not the same Person or an Affiliate of such DSR LC Loan Lender.and

DSR Letters of Credit. (a) Subject to Amounts on deposit in the terms and conditions hereof, Debt Service Reserve Account may be funded from time to time by one or more DSR Letters of Credit. In order to determine the balance of the Debt Service Reserve Account for purposes of any Loan Document at any time, such amount shall be calculated by adding (x) any monies on deposit in or credited to the Debt Service Reserve Account at such time and (y) the aggregate Drawing Amounts of any Business Day occurring and all DSR Letters of Credit at such time. Administrative Agent shall make, or cause to be made, a drawing upon any DSR Letter of Credit if: (i) the issuer of such DSR Letter of Credit (and, if applicable, any Affiliate of any such issuer that has confirmed the obligations of such issuer with respect to such issuer’s DSR Letter of Credit) is not an Acceptable Credit Provider and thirty (30) or more days have elapsed since Borrower has received notice that such issuer (and, if applicable, such Affiliate) ceased to be an Acceptable Credit Provider (and no replacement DSR Letter of Credit shall have been provided by Borrower); or (ii) such DSR Letter of Credit will expire within thirty (30) days and Administrative Agent has received a notice from the issuer thereof stating that such DSR Letter of Credit will not be renewed in accordance with its terms (unless the Maturity Date will occur on or after the Closing Date until the date that is within five (5) Business Days prior to the DSR LC Loan Commitment Termination Date of such thirty (but not to exceed once in any given month or as otherwise agreed by the applicable DSR LC Issuer), each DSR LC Issuer agrees that it will, to the extent requested by the Borrower: (i30)-day period) issue one or more standby letters of credit in favor of the Collateral Agent (for the benefit of the Administrative Agent, the Lenders and the DSR LC Issuers) (a “DSR Letter of Credit”) for the account of the Borrower in the Stated Amount requested by the Borrower on such day; or (ii) extend, upon the sole discretion of the applicable DSR LC Issuer, the Stated Expiry Date of an existing no replacement DSR Letter of Credit previously issued hereunder; shall have been provided that by Borrower. Any such drawing under the Borrower foregoing clauses (i) and (ii) shall request be in an amount equal to the lesser of (A) the DSR Required Balance at such time minus the sum of (1) the funds on deposit in or credited to the Debt Service Reserve Account at such time plus (2) the aggregate remaining Drawing Amounts of any other DSR Letters of Credit from the DSR LC Issuers on a pro rata basis and each such DSR LC Issuer shall not be required to issue or extend (other than any such DSR Letter of Credit (x) the issuer of which (and, if applicable, any Affiliate of any such issuer that has confirmed the conditions obligations of such issuer with respect to such issuer’s DSR Letter of Credit) is no longer an Acceptable Credit Provider or (y) that will expire within thirty (30) days and in Section 5.2 have respect of which Administrative Agent has received a notice from the issuer thereof stating that such DSR Letter of Credit will not been satisfied or waived (be renewed in accordance with its terms, unless the terms of this Agreement); provided, further, if any DSR LC Loan Lender (other than such DSR applicable LC Issuer or its Affiliate) is a Defaulting Lender, Borrower has provided written evidence reasonably satisfactory to the extent Administrative Agent that any such DSR LC Issuer has Fronting Exposure in respect Letter of Credit will be extended or replaced upon or prior to its stated expiration date or the Maturity Date will occur on or within such thirty (30)-day period) and (B) the remaining Drawing Amount under such DSR Letter of Credit, such DSR LC Issuer and shall not be required to issue any DSR Letter of Credit unless (A) the Defaulting Lender’s participation in the DSR done on a pro-rata basis across all available Letters of Credit requested to be issued or extended and related DSR LC Loans have been reallocated among the Non-Defaulting Lenders in accordance with Section 4.12.1(c), (B) the Borrower has Cash Collateralized such DSR LC Loan Lender’s DSR LC Loan Percentage Credit. The proceeds of the DSR Letter of Credit requested to be issued or extended (including by transfer of funds available in the Available Cash Account but excluding by funding of a DSR LC Loan) or (C) such DSR LC Issuer has entered into arrangements satisfactory to it and the Borrower to reduce such DSR LC Issuer’s risk with respect to the participation in DSR Letters of Credit of the Defaulting Lender to the same extent as would have existed were such DSR LC Loan Lender not a Defaulting Lender; provided, still further, that after giving effect to any such issuance or extension, in no event shall such Lender’s DSR LC Outstandings exceed its DSR LC Loan Commitment. (b) No DSR LC Issuer shall be under any obligation to issue any DSR Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such DSR LC Issuer from issuing the DSR Letter of Credit, or any law applicable to such DSR LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such DSR LC Issuer shall prohibit, or request that such DSR LC Issuer refrain from, the issuance of letters of credit generally or the applicable DSR Letter of Credit in particular or shall impose upon such DSR LC Issuer with respect to the applicable DSR Letter of Credit any restriction, reserve or capital requirement (for which such DSR LC Issuer is not otherwise compensated hereunder) not in effect drawing on the Closing Date, or shall impose upon such DSR LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such DSR LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it (for which such DSR LC Issuer is not otherwise reimbursed hereunder). (c) Notwithstanding anything to the contrary herein, the DSR LC Facility shall be structured as a non-fronting letter of credit facility and, accordingly, regardless of Section 4.12, Section 2.6.6 or any other provision in this Agreement or any other Loan Document to the contrary (including any reference to potential fronting exposure or Fronting Exposure), (i) no DSR LC Issuer shall, without its prior written consent, have any fronting exposure or Fronting Exposure to any DSR LC Loan Lender that is not the same Person or an Affiliate of such DSR LC Issuer and (ii) no DSR LC Loan Lender shall, without its prior written consent, be bound to purchase or acquire any participation in a DSR Letter of Credit issued by such DSR LC Issuer under shall be deposited into the DSR LC Facility that is not the same Person or an Affiliate of such DSR LC Loan LenderDebt Service Reserve Account for application in accordance with this Agreement.

DSR Letters of Credit. (a) Subject to Amounts on deposit in the terms and conditions hereof, Debt Service Reserve Account may be funded from time to time on by any Business Day occurring on or after DSR Letter of Credit (and upon receipt of any DSR Letter of Credit, the Closing Date until the date that is five (5) Business Days prior Collateral Agent shall provide a copy thereof to the Administrative Agent); provided that the Collateral Agent shall, make a drawing upon any DSR LC Loan Commitment Termination Date (but not Letter of Credit upon receipt of a written direction from the Administrative Agent, directing the Collateral Agent to exceed once in any given month or as otherwise agreed make a drawing upon such DSR Letter of Credit and containing a certification by the applicable DSR LC Issuer), each DSR LC Issuer agrees that it will, to the extent requested by the BorrowerAdministrative Agent that: (i) issue one the aggregate amount of the Stated Amount of the DSR Letter of Credit plus amounts on deposit in the Debt Service Reserve Amount in cash are less than the Debt Service Reserve Requirement; (ii) if the issuer of such DSR Letter of Credit is not a Lender under the Financing Agreement and such issuer is not an Acceptable Bank and 30 or more standby letters days have elapsed since such issuer ceased to be an Acceptable Bank or such issuer becomes subject to a bankruptcy or insolvency event; or (iii) such DSR Letter of credit in favor of Credit will expire within 30 days and either (A) the Collateral Agent has received a notice from the issuer thereof that such DSR Letter of Credit will not be renewed in accordance with its terms or (for B) the benefit Collateral Agent has not received written evidence from the issuer thereof or the Borrower that such DSR Letter of Credit will be extended or replaced upon or prior to its stated expiration date. Upon receipt of any notice referred to in sub-clause (A) above, the Collateral Agent shall provide prompt notice thereof to the Depositary Agent. Any such drawing shall be in an amount, as determined by the Administrative Agent, and set forth in such written direction, as shall be equal to the Lenders and lesser of (1) the DSR LC IssuersDebt Service Reserve Requirement at such time minus the sum of (x) (a “DSR Letter the amount of Credit”) for the account of the Borrower cash on deposit in the Debt Service Reserve Account at such time and (y) the remaining Stated Amount requested by the Borrower on such day; or (ii) extend, upon the sole discretion Amounts of the applicable DSR LC Issuer, the Stated Expiry Date of an existing DSR Letter of Credit previously issued hereunder; provided that the Borrower shall request any other DSR Letters of Credit from (to the DSR LC Issuers on a pro rata basis and each extent such DSR LC Issuer shall Letters of Credit are issued by a Lender under the Financing Agreement or an Acceptable Bank and will not be required expire within 30 days (unless the issuing bank or the Borrower has provided written evidence to issue or extend the Collateral Agent and the Administrative Agent that any such DSR Letter of Credit if will be extended or replaced upon or prior to its stated expiration date)) and (2) the conditions in Section 5.2 have not been satisfied or waived (in accordance with the terms of this Agreement); provided, further, if any DSR LC Loan Lender (other than such DSR LC Issuer or its Affiliate) is a Defaulting Lender, to the extent such DSR LC Issuer has Fronting Exposure in respect of remaining Stated Amount under such DSR Letter of Credit, such DSR LC Issuer shall not be required to issue any DSR Letter of Credit unless (A) the Defaulting Lender’s participation in . Any drawing on the DSR Letters of Credit requested to shall be issued or extended and related DSR LC Loans have been reallocated among the Non-Defaulting Lenders in accordance with Section 4.12.1(c), (B) the Borrower has Cash Collateralized such DSR LC Loan Lender’s DSR LC Loan Percentage of the DSR Letter of Credit requested to be issued or extended (including by transfer of funds available in the Available Cash Account but excluding by funding of a DSR LC Loan) or (C) such DSR LC Issuer has entered into arrangements satisfactory to it and the Borrower to reduce such DSR LC Issuer’s risk with respect made pro rata according to the participation in Stated Amount of such DSR Letters of Credit Credit. The proceeds of such drawing shall be deposited into the Defaulting Lender Debt Service Reserve Account by the Collateral Agent. The Borrower shall give prompt written notice to the same extent as would have existed were such DSR LC Loan Lender not a Defaulting Lender; provided, still further, Collateral Agent and the Administrative Agent upon obtaining knowledge that after giving effect to any such issuance or extension, in no event shall such Lender’s DSR LC Outstandings exceed its DSR LC Loan Commitment. (b) No DSR LC Issuer shall be under any obligation to issue any DSR Letter issuer of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such DSR LC Issuer from issuing the DSR Letter of Credit, or any law applicable to such DSR LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such DSR LC Issuer shall prohibit, or request that such DSR LC Issuer refrain from, the issuance of letters of credit generally or the applicable DSR Letter of Credit in particular or shall impose upon such DSR LC Issuer with respect to the applicable DSR Letter of Credit any restriction, reserve or capital requirement (for which such DSR LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such DSR LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such DSR LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it (for which such DSR LC Issuer is not otherwise reimbursed hereunder). (c) Notwithstanding anything to the contrary herein, the DSR LC Facility shall be structured as a non-fronting letter of credit facility and, accordingly, regardless of Section 4.12, Section 2.6.6 or any other provision in this Agreement or any other Loan Document to the contrary (including any reference to potential fronting exposure or Fronting Exposure), (i) no DSR LC Issuer shall, without its prior written consent, have any fronting exposure or Fronting Exposure to any DSR LC Loan Lender that is not the same Person or an Affiliate of such DSR LC Issuer and (ii) no DSR LC Loan Lender shall, without its prior written consent, be bound to purchase or acquire any participation in a DSR Letter of Credit issued by such DSR LC Issuer under the DSR LC Facility that is not the same Person or an Affiliate of such DSR LC Loan LenderAcceptable Bank.