Exercise of Rights Against Performance Assurance. Subparagraph 7(a)(i) is amended by replacing the words “and any other applicable jurisdiction” with “(as adopted by the applicable jurisdiction)”.
Exercise of Rights Against Performance Assurance. (a) If an Event of Default with respect to Seller has occurred and is continuing or an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to Seller, Buyer may exercise any one or more of the rights and remedies provided under this Agreement, or as otherwise available under Applicable Law. Without limiting the foregoing, if at any time an Event of Default with respect to Seller has occurred and is continuing, or an Early Termination Date occurs or is deemed to occur as a result of an Event of Default with respect to Seller, then Buyer may, in its sole discretion, exercise any one or more of the following rights and remedies:
(i) All rights and remedies available to a Buyer under the Uniform Commercial Code and any other applicable jurisdiction and other Applicable Laws with respect to the Performance Assurance held by or for the benefit of Buyer;
(ii) The right to set off any Performance Assurance held by or for the benefit of Buyer against and in satisfaction of any amount payable by Seller in respect of any of its obligations; and
(iii) The right to draw on any outstanding Letter of Credit issued for its benefit.
(b) Buyer shall be under no obligation to prioritize the order with respect to which it exercises any one or more rights and remedies available hereunder. Seller shall in all events remain liable to Buyer for any amount payable by Seller in respect of any of its obligations remaining unpaid after any such liquidation, application and set off.
Exercise of Rights Against Performance Assurance. In the event that:
(1) an Event of Default with respect to the Pledging Party has occurred and is continuing, and all required notices have been given and any cure periods set forth in this Agreement have run; or (2) the Agreement is terminated by any Party prior to the expiration of the term, a Secured Party may exercise any one or more of the rights and remedies provided under the Agreement or as otherwise available under applicable Kentucky law, including, without limitation, exercising any one or more of the following rights and remedies:
(i) all rights and remedies available to a secured party under the Kentucky Uniform Commercial Code and other applicable Laws with respect to the Performance Assurance held by or for the benefit of the Secured Party;
(ii) the right to set off any Performance Assurance held by or for the benefit of the Secured Party against, and in satisfaction of, any amount payable by the Pledging Party in respect of any of its obligations; and
(iii) the right to draw in strict adherence with the terms on any outstanding Letter of Credit issued for its benefit. A Secured Party shall be under no obligation to prioritize the order with respect to which it exercises any one or more rights and remedies available hereunder. The Pledging Party shall in all events remain liable to the Secured Party for any amount payable by the Pledging Party in respect of any of its Obligations remaining unpaid after any such liquidation, application and set off.
Exercise of Rights Against Performance Assurance. (a) In the event that (i) a Default with respect to Pledging Group has occurred and is continuing, or (ii) an Underlying Master Agreements Close-Out has occurred or been designated as a result of a Default with respect to Pledging Group, Secured Group may exercise any one or more of the rights and remedies provided under the Agreement, including, without limitation, this Collateral Annex, or as otherwise available under applicable law. Without limiting the foregoing, if at any time (i) a Default with respect to Pledging Group has occurred and is continuing, (ii) or an Underlying Master Agreements Close-Out has occurred or been designated as a result of a Default with respect to Pledging Group, then Secured Group may, in its sole discretion, exercise any one or more of the following rights and remedies:
(A) all rights and remedies available to a secured party under the uniform commercial code of the jurisdiction in which the Performance Assurance is being held and any other applicable jurisdiction and other applicable laws with respect to the Performance Assurance held by or for the benefit of Secured Group;
(B) the right to set off any Performance Assurance held by or for the benefit of Secured Group against and in satisfaction of any amount payable by Pledging Group in respect of any of its Obligations;
(C) the right to draw on any outstanding Letter of Credit issued for its benefit; and/or
(D) the right to liquidate any Performance Assurance held by or for the benefit of Secured Group through one or more public or private sales or other dispositions with such notice, if any, as may be required by applicable law, free from any claim or right of any nature whatsoever of Pledging Group, including any right of equity or redemption by Pledging Group (with Secured Group having the right to purchase any or all of the Performance Assurance to be sold) and to apply the proceeds from the liquidation of such Performance Assurance to and in satisfaction of any amount payable by Pledging Group in respect of any of its Obligations in such order as Secured Group may elect.
(b) Pledging Group hereby irrevocably constitutes and appoints the Collateral Administrator for Secured Group and any officer or agent thereof, with full power of substitution, as Pledging Group's true and lawful attorney-in-fact with full irrevocable power and authority to act in the name, place and stead of Pledging Group, or any member thereof, or in the name of Secured Group, or any member thereo...
Exercise of Rights Against Performance Assurance. In the event that:
(1) an Event of Default with respect to the Pledging Party has occurred and is continuing, and all required notices have been given and any cure periods set forth in this Agreement have run; or (2) the Agreement is terminated by any Party prior to the expiration of the term, a Secured Party may exercise any one or more of the rights and remedies provided under the Agreement or as otherwise available under applicable Kentucky law, including, without limitation, exercising any one or more of the following rights and remedies:
(i) all rights and remedies available to a secured party under the Kentucky Uniform Commercial Code and other applicable Laws with respect to the Performance Assurance held by or for the benefit of the Secured Party;
(ii) the right to set off any Performance Assurance held by or for the benefit of the Secured Party against, and in satisfaction of, any amount payable by the Pledging Party in respect of any of its obligations; and
