Common use of Project Savings Clause in Contracts

Project Savings. The Lenders and the Institutional Lenders shall be entitled to use the funds in the Debt Protection Account to satisfy payment obligations of Borrower under the Loan Instruments after distributing funds from the Additional Collateral Account for such purpose pursuant to Section 6.1(g) below. So long as no Event of Default has occurred and is continuing, on each Repayment Date, Agent shall transfer on instruction by Borrower any amount in excess of the Required Debt Protection Balance for deposit in the Project Control Account as an item of Cash Revenues and such amount shall be applied on such date pursuant to the provisions of Section 6.1(c) hereof and shall be available for withdrawal by Borrower from the Project Control Account pursuant to Section 6.1(c) (xi) above on such date, subject to any prior applications pursuant to Section 6.1(c) hereof. 120 Borrower may from time to time withdraw funds then on deposit in the Debt Protection Account up to an aggregate maximum amount of $10,000,000 upon delivery to Agent of one or more (but no more than three at any one time outstanding) unconditional, absolute and irrevocable letters of credit in form and substance and from an issuer whose senior unsecured debt is rated “Aa1” or better by ▇▇▇▇▇’▇ or “AA+” or better by S&P or possessing an equivalent rating from another nationally recognized credit rating agency of similar standing acceptable to Agent (such letters of credit as each may be amended, supplemented, renewed or replaced (with the consent of Majority Lenders) is hereinafter referred to as the “Debt Protection Letter of Credit”) together with such corporate documents, legal opinions and other documents and information, all as Agent may reasonably request. The amount of any Debt Protection Letter of Credit shall equal the amount of cash withdrawn from the Debt Protection Account, and shall contain provisions whereby the amount thereof is increased on each Repayment Date for so long as the balance in the Debt Protection Account is less than the Required Debt Protection Balance, by an amount equal to the amount of interest that would have been earned on the amount of cash so withdrawn at a rate equal to the 30-day commercial paper rate that would have been paid by Credit Suisse during the period commencing on the immediately preceding Repayment Date and ending on such Repayment Date) had such cash not been withdrawn. Each Debt Protection Letter of Credit shall provide that Agent may draw down the amount of any such Debt Protection Letter of Credit and apply the same to satisfy payment obligations for which funds in the Debt Protection Account may be used Each Debt Protection Letter of Credit shall provide that Agent may draw on such Debt Protection Letter of Credit if (x) Borrower shall fail to deliver to Agent a further renewal or replacement of such Debt Protection Letter of Credit then in effect not less than 30 days prior to its expiration date or (y) upon five days notice to Borrower if the rating of the senior unsecured debt of the issuer of such Debt Protection Letter of Credit is downgraded to below “Aa1” by ▇▇▇▇▇’▇ or “AA+” by S&P (or the equivalent thereof by another nationally recognized credit agency of similar standing). Each Debt Protection Letter of Credit shall be (i) for a minimum of 364 days and (ii) in the case of a renewal or replacement, in an amount equal to the stated amount of such Debt Protection Letter of Credit being replaced (with provisions providing for increases thereof identical to the Debt Protection Letter of Credit being replaced) or with other substantially similar provisions (other than as to the stated amount thereof) acceptable to Agent in its sole discretion Borrower agrees that if any dispute shall arise as to the right of Agent to submit any Debt Protection Letter of Credit for payment or to draw thereunder, Borrower will not join the issuer thereof in any action or proceeding seeking to enjoin or stop payment on such Debt Protection Letter of Credit. Nothing contained in this paragraph shall affect Borrower’s continuing obligations to deposit funds in the Debt Protection Account as provided in this Section 6.1 unless and until such obligations have been satisfied by delivery to Agent of a Debt Protection Letter of Credit or an increase in the amount available under any Debt Protection Letter of Credit then held by Agent. The amount of any Debt Protection Letter of Credit shall be deemed to be included in the balance of the Debt Protection Account for purposes of determining the balance of the Debt Protection Account where required to do so in this Agreement. Each Debt Protection Letter of Credit shall constitute a Loan Instrument Costs and expenses incurred by or on behalf of Borrower in connection with any Debt Protection Letter of Credit shall not constitute Cash Operating Costs. 121

Project Savings. The Lenders and the Institutional Lenders shall be entitled to use the funds in the Roanoke Account (for the sole account of the Debt Protection Account Ledger) to satisfy payment obligations of Borrower under the Loan Instruments after distributing funds from the Roanoke Account (for the sole account of the Additional Collateral Account Ledger) for such purpose pursuant to Section 6.1(g) below. So long as no Event of Default has occurred and is continuing, on each Repayment Date, Agent shall transfer on instruction by Borrower any amount in excess of the Required Debt Protection Balance for deposit in the Roanoke Account (for the sole account of the Project Control Account Ledger) as an item of Cash Revenues and such amount shall be applied on such date pursuant to the provisions of Section 6.1(c) hereof and shall be available for withdrawal by Borrower from the Roanoke Account (for the sole account of the Project Control Account Ledger) pursuant to Section 6.1(c) (xi6.1(c)(xi) above on such date, subject to any prior applications pursuant to Section 6.1(c) hereof. 120 Borrower may from time to time withdraw funds then on deposit in the Roanoke Account (for the sole account of the Debt Protection Account Ledger) up to an aggregate maximum amount of $10,000,000 19,700,000 upon delivery to Agent of one or more (but no more than three at any one time outstanding) unconditional, absolute and irrevocable letters of credit in form and substance and from an issuer whose senior unsecured debt is rated “Aa1Aal” or better by ▇▇▇▇▇’▇ or “AA+” or better by S&P or possessing an equivalent rating from another nationally recognized credit rating agency of similar standing acceptable to Agent (such letters of credit as each may be amended, supplemented, renewed or replaced (with the consent of Majority Lenders) is hereinafter referred to as the “Debt Protection Letter of Credit”) together with such corporate documents, legal opinions and other documents and information, all as Agent may reasonably request. The amount of any Debt Protection Letter of Credit shall equal the amount of cash withdrawn from the Debt Protection Account, and shall contain provisions whereby Roanoke Account (for the amount thereof is increased on each Repayment Date for so long as the balance in sole account of the Debt Protection Account is less than the Required Debt Protection Balance, by an amount equal to the amount of interest that would have been earned on the amount of cash so withdrawn at a rate equal to the 30-day commercial paper rate that would have been paid by Credit Suisse during the period commencing on the immediately preceding Repayment Date and ending on such Repayment Date) had such cash not been withdrawnLedger). Each Debt Protection Letter of Credit shall provide that Agent may draw down the amount of any such Debt Protection Letter of Credit and apply the same to satisfy payment obligations for which funds in the Roanoke Account (for the sole account of the Debt Protection Account Ledger) may be used used, and upon any such drawing Agent shall draw down the full amount of all such Debt Protection Letters of Credit and deposit the amount of such drawdowns in the Roanoke Account (for the sole account of the Debt Protection Ledger). After Agent shall have so drawn down on any Debt Protection Letter of Credit, Borrower shall not be entitled to deliver additional Debt Protection Letters of Credit until and unless the Roanoke Account (for the sole account of the Debt Protection Ledger) is funded in the full amount of the Required Debt Protection Balance. Each Debt Protection Letter of Credit shall provide that Agent may draw on such Debt Protection Letter of Credit if (x) Borrower shall fail to deliver to Agent a further renewal or replacement of such Debt Protection Letter of Credit then in effect not less than 30 days prior to its expiration date or (y) upon five days notice to Borrower if the rating of the senior unsecured debt of the issuer of such Debt Protection Letter of Credit is downgraded to below “Aa1Aal” by ▇▇▇▇▇’▇ or “AA+” by S&P (or the equivalent thereof by another nationally recognized credit agency of similar standing). Each Debt Protection Letter of Credit shall be (i) for a minimum of 364 days and (ii) in the case of a renewal or replacement, in an amount equal to the stated amount of such Debt Protection Letter of Credit being replaced (with provisions providing for increases thereof identical to the Debt Protection Letter of Credit being replaced) or with other substantially similar provisions (other than as to the stated amount thereof) acceptable to Agent in its sole discretion discretion. Borrower agrees that if any dispute shall arise as to the right of Agent to submit any Debt Protection Letter of Credit for payment or to draw thereunder, Borrower will not join the issuer thereof in any action or proceeding seeking to enjoin or stop payment on such Debt Protection Letter of Credit. Nothing contained in this paragraph shall affect Borrower’s continuing obligations to deposit funds in the Roanoke Account (for the sole account of the Debt Protection Account Ledger) as provided in this Section 6.1 unless and until such obligations have been satisfied by delivery to Agent of a Debt Protection Letter of Credit or an increase in the amount available under any Debt Protection Letter of Credit then held by Agent. The amount of any Debt Protection Letter of Credit shall be deemed to be included in the balance of the Roanoke Account (for the sole account of the Debt Protection Account Ledger) for purposes of determining the balance of the Roanoke Account (for the sole account of the Debt Protection Account Ledger) where required to do so in this Agreement. Each Debt Protection Letter of Credit shall constitute a Loan Instrument Instrument. Costs and expenses incurred by or on behalf of Borrower in connection with any Debt Protection Letter of Credit shall not constitute Cash Operating Costs. 121.