Common use of Covenants; Representations and Warranties; Miscellaneous Clause in Contracts

Covenants; Representations and Warranties; Miscellaneous. (a) The Pledging Party will execute and deliver to the Secured Party (and to the extent permitted by applicable law, the Pledging Party hereby authorizes the Secured Party to execute and deliver, in the name of the Pledging Party or otherwise) such financing statements, assignments and other documents and do such other things relating to the Performance Assurance and the security interest granted under this CSA, including any action the Secured Party may deem necessary or appropriate to perfect or maintain perfection of its security interest in the Performance Assurance, and the Pledging Party shall pay all costs relating to its Transfer of Performance Assurance and the maintenance and perfection of the security interest therein. (b) On each day on which Performance Assurance is held by the Secured Party and/or its Custodian under the Contract and this CSA, the Pledging Party hereby represents and warrants that: (i) the Pledging Party has good title to and is the sole owner of such Performance Assurance, and the execution, delivery and performance of the covenants and agreements of this CSA, do not result in the creation or imposition of any lien or security interest upon any of its assets or properties, including, without limitation, the Performance Assurance, other than the security interests and liens created under the Contract and this CSA; (ii) upon the Transfer of Performance Assurance by the Pledging Party to the Secured Party and/or its Custodian, the Secured Party shall have a valid and perfected first priority continuing security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and (iii) it is not and will not become a party to or otherwise be bound by any agreement, other than the Contract and this CSA, which restricts in any manner the rights of any present or future holder of any of the Performance Assurance with respect hereto. (c) This CSA has been and is made solely for the benefit of the Parties and their permitted successors and assigns, and no other person, partnership, association, corporation or other entity shall acquire or have any right under or by virtue of this CSA. (d) The Pledging Party shall pay on request and indemnify the Secured Party against any taxes (including without limitation, any applicable transfer taxes and stamp, registration or other documentary taxes), assessments, or charges that may become payable by reason of the security interests, general first lien and right of Gas Sale and Purchase Contract (December 1, 2004) offset granted under this CSA or the execution, delivery, performance or enforcement of the Contract and this CSA, as well as any penalties with respect thereto (including, without limitation costs and reasonable fees and disbursements of counsel). The Parties each agree to pay the other Party for all reasonable expenses (including without limitation, court costs and reasonable fees and disbursements of counsel) incurred by the other in connection with the enforcement of, or suing for or collecting any amounts payable by it under, this CSA.

Covenants; Representations and Warranties; Miscellaneous. (a) The Pledging Party Group will execute and deliver to the Secured Party Group (and to the extent permitted by applicable law, the Pledging Party Group hereby authorizes the Secured Party Group to execute and deliver, in the name of the Pledging Party Group or otherwise) such financing statements, assignments and other documents and do such other things relating to the Performance Assurance and the security interest granted under this CSACollateral Annex, including including, without limitation, any action the Secured Party Group may deem necessary or appropriate to perfect or maintain perfection of its security interest in the Performance Assurance, and the Pledging Party Group shall pay all costs relating to its Transfer delivery of Performance Assurance and the maintenance and perfection of the security interest therein. (b) On each day on which Performance Assurance is held by the Secured Party Group and/or its Custodian under the Contract and Agreement, including, without limitation, this CSACollateral Annex, the Pledging Party Group hereby represents and warrants that: (i) the Pledging Party Group has good title to and is the sole owner of such Performance Assurance, and the execution, delivery and performance of the covenants and agreements of the Agreement, including, without limitation, this CSACollateral Annex, do not result in the creation or imposition of any lien or security interest upon any of its assets or properties, including, without limitation, the Performance Assurance, other than the security interests and liens created under the Contract and this CSAAgreement; (ii) upon the Transfer of Performance Assurance by the Pledging Party Group to the Secured Party Group and/or its Custodian, the Secured Party Group shall have a valid and perfected first priority continuing security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; (iii) Secured Group has a valid and perfected first priority continuing security interest in the Performance Assurance, free of any liens, claims or encumbrances, except those liens, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and (iiiiv) it is not and will not become a party to or otherwise be bound by any agreement, other than the Contract and this CSAAgreement, which restricts in any manner the rights of any present or future holder of any of the Performance Assurance with respect hereto. (c) This CSA The Agreement, including, without limitation, this Collateral Annex, has been and is made solely for the benefit of the Parties and their permitted successors and assigns, and no other person, partnership, association, corporation or other entity shall acquire or have any right under or by virtue of this CSAhereof. (d) The Pledging Party Group shall pay on request and indemnify the Secured Party Group against any taxes (including including, without limitation, any applicable transfer taxes and stamp, registration or other documentary taxes), assessments, or charges that may become payable by reason of the security interests, general first lien and right of Gas Sale and Purchase Contract (December 1, 2004) offset granted under this CSA under, or the execution, delivery, performance or enforcement of of, the Contract and Agreement, including, without limitation, this CSACollateral Annex, as well as any penalties with respect thereto (including, without limitation costs and reasonable fees and disbursements of counsel). The Parties each agree Each member of Pledging Group agrees to pay the other Party Secured Group for all reasonable expenses (including without limitation, court costs and reasonable fees and disbursements of counsel) incurred by the other it in connection with the enforcement of, or suing for or collecting any amounts payable by it under, the Agreement, including, without limitation, this CSACollateral Annex. (e) No failure or delay by either Group hereto in exercising any right, power, privilege, or remedy hereunder shall operate as a waiver thereof. (f) The headings in the Collateral Annex are for convenience of reference only, and shall not affect the meaning or construction of any provision thereof. SCHEDULE 1 TO COLLATERAL ANNEX IRREVOCABLE STANDBY LETTER OF CREDIT FORMAT DATE OF ISSUANCE: _______________ [Address] Re: Credit No. _______________ We hereby establish our Irrevocable Transferable Standby Letter of Credit in your favor for the account of _______________________ (the "Account Group"), for the aggregate amount not exceeding ______________________ United States Dollars ($___________), available to you at sight upon demand at our counters at (Location) on or before the expiration hereof against presentation to us of one or more of the following statements, dated and signed by [Enron North America Corp.] [COUNTERPARTY COLLATERAL ADMINISTRATOR]:

Covenants; Representations and Warranties; Miscellaneous. (a) The Pledging Party Group will execute and deliver to the Secured Party Group (and to the extent permitted by applicable law, the Pledging Party Group hereby authorizes the Secured Party Group to execute and deliver, in the name of the Pledging Party Group or otherwise) such financing statements, assignments and other documents and do such other things relating to the Performance Assurance and the security interest granted under this CSACollateral Annex, including including, without limitation, any action the Secured Party Group may deem necessary or appropriate to perfect or maintain perfection of its security interest in the Performance Assurance, and the Pledging Party Group shall pay all costs relating to its Transfer delivery of Performance Assurance and the maintenance and perfection of the security interest therein. (b) On each day on which Performance Assurance is held by the Secured Party Group and/or its Custodian under the Contract and Agreement, including, without limitation, this CSACollateral Annex, the Pledging Party Group hereby represents and warrants that: (i) the Pledging Party Group has good title to and is the sole owner of such Performance Assurance, and the execution, delivery and performance of the covenants and agreements of the Agreement, including, without limitation, this CSACollateral Annex, do not result in the creation or imposition of any lien or security interest upon any of its assets or properties, including, without limitation, the Performance Assurance, other than the security interests and liens created under the Contract and this CSAAgreement; (ii) upon the Transfer of Performance Assurance by the Pledging Party Group to the Secured Party Group and/or its Custodian, the Secured Party Group shall have a valid and perfected first priority continuing security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; (iii) Secured Group has a valid and perfected first priority continuing security interest in the Performance Assurance, free of any liens, claims or encumbrances, except those liens, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and (iiiiv) it is not and will not become a party to or otherwise be bound by any agreement, other than the Contract and this CSAAgreement, which restricts in any manner the rights of any present or future holder of any of the Performance Assurance with respect hereto. (c) This CSA The Agreement, including, without limitation, this Collateral Annex, has been and is made solely for the benefit of the Parties and their permitted successors and assigns, and no other person, partnership, association, corporation or other entity shall acquire or have any right under or by virtue of this CSAhereof. (d) The Pledging Party Group shall pay on request and indemnify the Secured Party Group against any taxes (including including, without limitation, any applicable transfer taxes and stamp, registration or other documentary taxes), assessments, or charges that may become payable by reason of the security interests, general first lien and right of Gas Sale and Purchase Contract (December 1, 2004) offset granted under this CSA under, or the execution, delivery, performance or enforcement of of, the Contract and Agreement, including, without limitation, this CSACollateral Annex, as well as any penalties with respect thereto (including, without limitation costs and reasonable fees and disbursements of counsel). The Parties each agree Each member of Pledging Group agrees to pay the other Party Secured Group for all reasonable expenses (including without limitation, court costs and reasonable fees and disbursements of counsel) incurred by the other it in connection with the enforcement of, or suing for or collecting any amounts payable by it under, the Agreement, including, without limitation, this CSACollateral Annex. (e) No failure or delay by either Group hereto in exercising any right, power, privilege, or remedy hereunder shall operate as a waiver thereof. (f) The headings in the Collateral Annex are for convenience of reference only, and shall not affect the meaning or construction of any provision thereof. [Address] Re: Credit No. _______________ We hereby establish our Irrevocable Transferable Standby Letter of Credit in your favor for the account of _______________________ (the "Account Group"), for the aggregate amount not exceeding ______________________ United States Dollars ($___________), available to you at sight upon demand at our counters at (Location) on or before the expiration hereof against presentation to us of one or more of the following statements, dated and signed by [Enron North America Corp.] [X]: 1. A Default (as defined in the Master Netting, Setoff, and Security Agreement dated as of ________ among ______________, as the same may be amended (the "Master Agreement")) has occurred and is continuing with respect to the Account Group or any member of the Account Group under the Master Agreement and no Default has occurred and is continuing with respect to the beneficiary of this Letter of Credit or any other member of its Group (as defined in the Master Agreement). Wherefore, the undersigned does hereby demand payment of $_________________"; or