Covenants; Representations and Warranties; Miscellaneous. (a) Pledging Party will execute and deliver to Secured Party (and to the extent permitted by applicable law, Pledging Party hereby authorizes Secured Party to execute and deliver, in the name of 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 Collateral Annex as Secured Party may reasonably deem necessary or appropriate to perfect or maintain perfection of its security interest in the Performance Assurance or otherwise as required hereunder, and Pledging Party shall pay all costs relating to its delivery of Performance Assurance and the maintenance and perfection of the security interest granted in this Collateral Annex. (b) On each day on which Performance Assurance is held by or on behalf of Secured Party under the Agreement, including, without limitation, this Collateral Annex, Pledging Party hereby represents and warrants to Secured Party that: (i) 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 the Agreement, including, without limitation, this Collateral 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 Agreement unless otherwise stated herein; (ii) upon the Transfer of Performance Assurance by Pledging Party to Secured Party, 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; (iii) Secured Party 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 (iv) it is not and will not become a party to or otherwise be bound by any agreement, other than the Agreement, which restricts in any manner the rights of any present or future holder of any of the Performance Assurance with respect hereto. (c) 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 hereof. (d) Pledging Party shall pay on request and indemnify 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 offset granted under, or the execution, delivery, performance or enforcement of, the Agreement, including, without limitation, this Collateral Annex, as well as any penalties with respect thereto (including, without limitation costs and reasonable fees and disbursements of counsel). Pledging Party agrees to pay Secured Party for all reasonable expenses (including without limitation, court costs and reasonable fees and disbursements of counsel) incurred by it in connection with the enforcement of, or suing for or collecting any amounts payable by it under, the Agreement, including, without limitation, this Collateral Annex. (e) No failure or delay by either Party 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 favor of __________ (the "Beneficiary") for the account of _______________________ (the "Account Party"), for the aggregate amount not exceeding ______________________ United States Dollars ($___________), available to you at sight upon demand at our counters at (Location) on or before the expiration hereof against presentation to us of one of the following statements, dated and signed by [_______________________]: "A Default (as defined in the Master Netting, Setoff, and Security Agreement dated as of November ___, 2002, between MCV and El Paso Merchant Energy, L.P., as the same may be amended (the "Master Agreement")) has occurred and is continuing with respect to the Account Party under the Master Agreement. Wherefore, the undersigned does hereby demand payment in the amount of [US$___________]"; or "An Additional Default Event (as defined in the Master Netting, Setoff, and Security Agreement dated as of November ___, 2002, between MCV and El Paso Merchant Energy, L.P., as the same may be amended (the "Master Agreement")) has occurred and is continuing with respect to the Account Party under the Master Agreement. Wherefore, the undersigned does hereby demand payment in the amount of [US$___________]"; or
Appears in 1 contract
Samples: Master Netting, Setoff, and Security Agreement (Midland Cogeneration Venture Limited Partnership)
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 Collateral Annex as CSA, including any action the Secured Party may reasonably deem necessary or appropriate to perfect or maintain perfection of its security interest in the Performance Assurance or otherwise as required hereunderAssurance, and the Pledging Party shall pay all costs relating to its delivery Transfer of Performance Assurance and the maintenance and perfection of the security interest granted in this Collateral Annextherein.
(b) On each day on which Performance Assurance is held by or on behalf of the Secured Party and/or its Custodian under the AgreementContract and this CSA, including, without limitation, this Collateral Annex, the Pledging Party hereby represents and warrants to Secured Party 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 the Agreement, including, without limitation, this Collateral AnnexCSA, 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 Agreement unless otherwise stated hereinContract and this CSA;
(ii) upon the Transfer of Performance Assurance by the Pledging Party to the Secured PartyParty 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;
(iii) Secured Party 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
(iviii) it is not and will not become a party to or otherwise be bound by any agreement, other than the AgreementContract 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) The Agreement, including, without limitation, this Collateral Annex, 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 hereofof this CSA.
(d) The Pledging Party shall pay on request and indemnify the Secured Party 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, under this CSA or the execution, delivery, performance or enforcement of, of the Agreement, including, without limitation, Contract and this Collateral AnnexCSA, as well as any penalties with respect thereto (including, without limitation costs and reasonable fees and disbursements of counsel). Pledging Party agrees The Parties each agree to pay Secured the other Party for all reasonable expenses (including without limitation, court costs and reasonable fees and disbursements of counsel) incurred by it the other in connection with the enforcement of, or suing for or collecting any amounts payable by it under, the Agreement, including, without limitation, this Collateral AnnexCSA.
(e) No failure or delay by either Party 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 favor of __________ (the "Beneficiary") for the account of _______________________ (the "Account Party"), 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 of the following statements, dated and signed by [_______________________]: "A Default (as defined in the Master Netting, Setoff, and Security Agreement dated as of November ___, 2002, between MCV and El Paso Merchant Energy, L.P., as the same may be amended (the "Master Agreement")) has occurred and is continuing with respect to the Account Party under the Master Agreement. Wherefore, the undersigned does hereby demand payment in the amount of [US$___________]"; or "An Additional Default Event (as defined in the Master Netting, Setoff, and Security Agreement dated as of November ___, 2002, between MCV and El Paso Merchant Energy, L.P., as the same may be amended (the "Master Agreement")) has occurred and is continuing with respect to the Account Party under the Master Agreement. Wherefore, the undersigned does hereby demand payment in the amount of [US$___________]"; or
Appears in 1 contract
Covenants; Representations and Warranties; Miscellaneous. (a) Pledging Party Group will execute and deliver to Secured Party Group (and to the extent permitted by applicable law, Pledging Party Group hereby authorizes Secured Party Group to execute and deliver, in the name of 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 Collateral Annex as Annex, including, without limitation, any action Secured Party Group may reasonably deem necessary or appropriate to perfect or maintain perfection of its security interest in the Performance Assurance or otherwise as required hereunderAssurance, and Pledging Party Group shall pay all costs relating to its delivery of Performance Assurance and the maintenance and perfection of the security interest granted in this Collateral Annextherein.
(b) On each day on which Performance Assurance is held by or on behalf of Secured Party Group and/or its Custodian under the Agreement, including, without limitation, this Collateral Annex, Pledging Party Group hereby represents and warrants to Secured Party that:
(i) 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 Collateral 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 Agreement unless otherwise stated hereinAgreement;
(ii) upon the Transfer of Performance Assurance by Pledging Party Group to Secured PartyGroup and/or its Custodian, 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 Party 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
(iv) it is not and will not become a party to or otherwise be bound by any agreement, other than the Agreement, which restricts in any manner the rights of any present or future holder of any of the Performance Assurance with respect hereto.
(c) 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 hereof.
(d) Pledging Party Group shall pay on request and indemnify Secured Party Group 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 offset granted under, or the execution, delivery, performance or enforcement of, the Agreement, including, without limitation, this Collateral Annex, as well as any penalties with respect thereto (including, without limitation costs and reasonable fees and disbursements of counsel). Each member of Pledging Party Group agrees to pay Secured Party Group for all reasonable expenses (including without limitation, court costs and reasonable fees and disbursements of counsel) incurred by it in connection with the enforcement of, or suing for or collecting any amounts payable by it under, the Agreement, including, without limitation, this Collateral Annex.
(e) No failure or delay by either Party 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 of __________ (the "Beneficiary") for the account of _______________________ (the "Account PartyGroup"), 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 November ___, 2002, between MCV and El Paso Merchant Energy, L.P._____ among ______________, as the same may be amended (the "Master Agreement")) has occurred and is continuing with respect to the Account Party 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 in the amount of [US$$___________]"; or "An Additional Default Event (as defined in the Master Netting, Setoff, and Security Agreement dated as of November ___, 2002, between MCV and El Paso Merchant Energy, L.P., as the same may be amended (the "Master Agreement")) has occurred and is continuing with respect to the Account Party under the Master Agreement. Wherefore, the undersigned does hereby demand payment in the amount of [US$___________]"; or
Appears in 1 contract
Samples: Collateral Annex to Master Netting, Setoff, and Security Agreement
Covenants; Representations and Warranties; Miscellaneous. (a) Pledging Party Group will execute and deliver to Secured Party Group (and to the extent permitted by applicable law, Pledging Party Group hereby authorizes Secured Party Group to execute and deliver, in the name of 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 Collateral Annex as Annex, including, without limitation, any action Secured Party Group may reasonably deem necessary or appropriate to perfect or maintain perfection of its security interest in the Performance Assurance or otherwise as required hereunderAssurance, and Pledging Party Group shall pay all costs relating to its delivery of Performance Assurance and the maintenance and perfection of the security interest granted in this Collateral Annextherein.
(b) On each day on which Performance Assurance is held by or on behalf of Secured Party Group and/or its Custodian under the Agreement, including, without limitation, this Collateral Annex, Pledging Party Group hereby represents and warrants to Secured Party that:
(i) 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 Collateral 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 Agreement unless otherwise stated hereinAgreement;
(ii) upon the Transfer of Performance Assurance by Pledging Party Group to Secured PartyGroup and/or its Custodian, 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 Party 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
(iv) it is not and will not become a party to or otherwise be bound by any agreement, other than the Agreement, which restricts in any manner the rights of any present or future holder of any of the Performance Assurance with respect hereto.
(c) 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 hereof.
(d) Pledging Party Group shall pay on request and indemnify Secured Party Group 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 offset granted under, or the execution, delivery, performance or enforcement of, the Agreement, including, without limitation, this Collateral Annex, as well as any penalties with respect thereto (including, without limitation costs and reasonable fees and disbursements of counsel). Each member of Pledging Party Group agrees to pay Secured Party Group for all reasonable expenses (including without limitation, court costs and reasonable fees and disbursements of counsel) incurred by it in connection with the enforcement of, or suing for or collecting any amounts payable by it under, the Agreement, including, without limitation, this Collateral Annex.
(e) No failure or delay by either Party 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 of __________ (the "Beneficiary") for the account of _______________________ (the "Account PartyGroup"), 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]: "A Default (as defined in the Master Netting, Setoff, and Security Agreement dated as of November ___, 2002, between MCV and El Paso Merchant Energy, L.P., as the same may be amended (the "Master Agreement")) has occurred and is continuing with respect to the Account Party under the Master Agreement. Wherefore, the undersigned does hereby demand payment in the amount of [US$___________]"; or "An Additional Default Event (as defined in the Master Netting, Setoff, and Security Agreement dated as of November ___, 2002, between MCV and El Paso Merchant Energy, L.P., as the same may be amended (the "Master Agreement")) has occurred and is continuing with respect to the Account Party under the Master Agreement. Wherefore, the undersigned does hereby demand payment in the amount of [US$___________]"; or:
Appears in 1 contract
Samples: Master Netting, Setoff, and Security Agreement (Calpine Corp)