Common use of Exercise of Rights Against Performance Assurance Clause in Contracts

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 thereof, from time to time in such Collateral Administrator's discretion, for the purpose of taking any and all action and executing and delivering any and all documents or instruments which may be necessary or desirable to accomplish the purposes of Paragraph 7(a). (c) For the avoidance of doubt, it is hereby acknowledged that Secured Group shall be under no obligation to prioritize the order with respect to which it exercises any one or more of its rights and remedies provided under the Agreement, including, without limitation, this Collateral Annex, or as otherwise available under applicable law. Pledging Group shall in all events remain liable to Secured Group for any amount payable by Pledging Group in respect of any of its Obligations remaining unpaid after any such liquidation, application and set off. (d) If at any time (i) a Default with respect to Secured 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 Secured Group, then: (A) Secured Group will be obligated immediately to Transfer all Performance Assurance, including any Letter of Credit, and the Interest Amount, if any, to Pledging Group, or in respect of any Letter of Credit to the issuer thereof; (B) Pledging Group may do any one or more of the following: (1) exercise any of the rights and remedies of a pledgor with respect to the Performance Assurance, including any such rights and remedies under law then in effect; (2) to the extent that the Performance Assurance or the Interest Amount is not Transferred to Pledging Group as required in (A) above, setoff amounts payable to Secured Group against the Performance Assurance (other than Letters of Credit) held by Secured Group or to the extent its rights to setoff are not exercised, withhold payment of any remaining amounts payable by Pledging Group, up to the value of any remaining Performance Assurance held by Secured Group, until the Performance Assurance is Transferred to Pledging Group; and (3) exercise rights and remedies available to Pledging Group under the terms of any Letter of Credit; and (C) Secured Group shall be prohibited from drawing on any Letter of Credit that has been posted by Pledging Group for its benefit.

Exercise of Rights Against Performance Assurance. (a) In the event that (i) a Default with respect to Pledging Group Party has occurred and is continuing, continuing or (ii) an Underlying Master Agreements Close-Out Early Termination Date has occurred or has been designated as a result of a Default with respect to the Pledging GroupParty, the Secured Group Party 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 Party 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 Party 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 Article 9 of the uniform commercial code 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 GroupParty; (B) the right to set off any Performance Assurance held by or for the benefit of Secured Group Party against and in satisfaction of any amount payable by Pledging Group Party in respect of any of its Obligations; (C) the right to draw on any outstanding Letter of Credit issued for its benefit; and/orbenefit and apply the proceeds therefrom as set forth herein; (D) the right to liquidate and realize upon any Performance Assurance held by or for the benefit of Secured Group Party through one or more public or private sales or other dispositions with such notice, if any, as may be required by applicable lawlaw (it being agreed in such case that 10 days' notice of any such sale is reasonable), free from any claim or right of any nature whatsoever of Pledging GroupParty, including any right of equity or redemption by Pledging Group Party (with Secured Group Party 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 Party in respect of any of its Obligations in such order as Secured Group Party may elect; and/or (E) any and all other rights and remedies set forth herein. (b) In the event that an Additional Default Event with respect to the Pledging Group hereby irrevocably constitutes Party has occurred and appoints is continuing, the Collateral Administrator for Secured Group and Party may, in its sole discretion, exercise any officer one or agent thereof, more remedies with full power of substitution, respect to Performance Assurance as Pledging Group's true and lawful attorney-in-fact with full irrevocable power and authority to act provided in the name, place and stead of Pledging Group, or any member thereof, or in the name of Secured Group, or any member thereof, from time to time in such Collateral Administrator's discretion, for the purpose of taking any and all action and executing and delivering any and all documents or instruments which may be necessary or desirable to accomplish the purposes of Paragraph 7(a)Agreement. (c) For the avoidance of doubt, it is hereby acknowledged that Secured Group Party shall be under no obligation to prioritize the order with respect to which it exercises any one or more of its rights and remedies provided under the Agreement, including, without limitation, this Collateral Annex, or as otherwise available under applicable law. Pledging Group Party shall in all events remain liable to Secured Group Party for any amount payable by Pledging Group Party in respect of any of its Obligations remaining unpaid after any such liquidation, application and set off. (d) If at any time (i) a Default with respect to Secured Group has occurred and is continuing realization or (ii) an Underlying Master Agreements Close-Out has occurred or been designated as a result liquidation of a Default with respect to Secured Group, then: (A) Secured Group will be obligated immediately to Transfer all Performance Assurance, including any Letter of Credit, and the Interest Amount, if any, to Pledging Group, or in respect of any Letter of Credit to the issuer thereof; (B) Pledging Group may do any one or more of the following: (1) exercise any of the rights and remedies of a pledgor with respect to the Performance Assurance, including any such rights and remedies under law then in effect; (2) to the extent that the Performance Assurance or the Interest Amount is not Transferred to Pledging Group as required in (A) above, setoff amounts payable to Secured Group against the Performance Assurance (other than Letters of Credit) held by Secured Group or including the reasonable costs and expenses relating to the extent its rights to setoff are not exercised, withhold payment any disposition of any remaining amounts payable by Pledging GroupPerformance Assurance), up to application of the value same and set off, offset, combination of any remaining Performance Assurance held by Secured Groupaccounts, until the Performance Assurance is Transferred to Pledging Group; and (3) exercise retention, withholding, and/or liquidation rights and remedies available to Pledging Group under the terms of any Letter of Credit; and (C) Secured Group shall be prohibited from drawing on any Letter of Credit that has been posted by Pledging Group for its benefitremedies.

Exercise of Rights Against Performance Assurance. (a) In the event that (i) a Default with respect to Pledging Group has occurred and is continuing, (ii) a failure by the Pledging Group to renew a Letter of Credit within the time period set forth in this Agreement, or (iiiii) an Underlying Master Agreements Close-Out has occurred or been designated as a result of a Default or failure to renew a Letter of Credit 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) a failure by the Pledging Group to renew a Letter of Credit within the time period set forth in this Agreement or (iii) or an Underlying Master Agreements Close-Out has occurred or been designated as a result of a Default or a failure to renew a Letter of Credit 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 Setoff 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 thereof, from time to time in such Collateral Administrator's discretion, for the purpose of taking any and all action and executing and delivering any and all documents or instruments which may be necessary or desirable to accomplish the purposes of Paragraph 7(a). (c) For the avoidance of doubt, it is hereby acknowledged that Secured Group shall be under no obligation to prioritize the order with respect to which it exercises any one or more of its rights and remedies provided under the Agreement, including, without limitation, this Collateral Annex, or as otherwise available under applicable law. Pledging Group shall in all events remain liable to Secured Group for any amount payable by Pledging Group in respect of any of its Obligations remaining unpaid after any such liquidation, application and set off. (d) If at any time (i) a Default with respect to Secured 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 Secured GroupGroup and a Default with respect to the Pledging Group has not occurred, then: (A) Secured Group will be obligated immediately to Transfer all Performance Assurance, including any Letter of Credit, and the Interest Amount, if any, to Pledging Group, or in respect of any Letter of Credit to the issuer thereof; (B) Pledging Group may do any one or more of the following: (1) exercise any of the rights and remedies of a pledgor with respect to the Performance Assurance, including any such rights and remedies under law then in effect; (2) to the extent that the Performance Assurance or the Interest Amount is not Transferred to Pledging Group as required in (A) above, setoff Setoff amounts payable to Secured Group against the Performance Assurance (other than Letters of Credit) held by Secured Group or to the extent its rights to setoff Setoff are not exercised, withhold payment of any remaining amounts payable by Pledging Group, up to the value of any remaining Performance Assurance held by Secured Group, until the Performance Assurance is Transferred to Pledging Group; and (3) exercise rights and remedies available to Pledging Group under the terms of any Letter of Credit; and (C) Secured Group shall be prohibited from drawing on any Letter of Credit that has been posted by Pledging Group for its benefit.

Exercise of Rights Against Performance Assurance. (a) In the event that (i) a an Event of Default with respect to the Pledging Group Party 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, the Secured Group Party may exercise any one or more of the rights and remedies provided under the AgreementContract, including, without limitation, in this Collateral AnnexCSA, or as otherwise available under applicable law. Without limiting the foregoing, if at any time (i) a an Event of Default with respect to the Pledging Group Party 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 the Secured Group Party may, in its sole discretion, exercise any one or more of the following rights and remedies: (Ai) 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 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 the Secured GroupParty; (Bii) the right to set off any Performance Assurance held by or for the benefit of the Secured Group Party against and in satisfaction of any amount payable by the Pledging Group Party in respect of any of its Obligations; (Ciii) the right to draw on any outstanding Letter of Credit issued for its benefit; and/or (Div) the right to liquidate any Performance Assurance held by or for the benefit of the Secured Group Party 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 the Pledging GroupParty, including any right of equity or redemption by the Pledging Group Party (with the Secured Group Party 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 the Pledging Group Party in respect of any of its Obligations in such order as the Secured Group Party may elect. (b) The Pledging Group Party hereby irrevocably constitutes and appoints the Collateral Administrator for Secured Group Party and any officer or agent thereof, with full power of substitution, as the Pledging GroupParty's true and lawful attorney-in-fact with full irrevocable power and authority to act in the name, place and stead of the Pledging Group, or any member thereof, Party or in the name of Secured Group, or any member thereofParty's own name, from time to time in such Collateral Administratorthe Secured Party's discretion, for the purpose of taking any and all action and executing and delivering any and all documents or instruments which may be necessary or desirable to accomplish the purposes of Paragraph 7(aSection 2.7(a). (c) For the avoidance of doubt, it is hereby acknowledged that Secured Group Party shall be under no obligation to prioritize the order with respect to which it exercises any one or more of its rights and remedies provided under the Agreement, including, without limitation, this Collateral Annex, or as otherwise available under applicable lawhereunder. The Pledging Group Party shall in all events remain liable to the Secured Group Party for any amount payable by the Pledging Group Party in respect of any of its Obligations remaining unpaid after any such liquidation, application and set off. (d) If In addition to the provisions of Section 2.7(a), if at any time (i) a an Event of Default with respect to the Secured Group Party 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 Secured Groupcontinuing, then: (A1) the Secured Group Party will be obligated immediately to Transfer all Performance Assurance, Assurance (including any Letter of Credit, ) and the Interest Amount, if any, to the Pledging Group, or in respect of any Letter of Credit to the issuer thereofParty; (B2) the Pledging Group Party may do any one or more of the following: (1x) exercise any of the rights and remedies of a pledgor with respect to the Performance Assurance, including any such rights and remedies under law then in effect; (2y) to the extent that the Performance Assurance or the Interest Amount is not Transferred to the Pledging Group Party as required in (A1) above, setoff amounts payable to the Secured Group Party against the Performance Assurance (other than Letters of Credit) held by the Secured Group Party or to the extent its rights to setoff are not exercised, withhold payment of any remaining amounts payable by the Pledging GroupParty, up to the value of any remaining Performance Assurance held by the Secured GroupParty, until the Performance Assurance is Transferred to the Pledging GroupParty; and (3z) exercise rights and remedies available to the Pledging Group Party under the terms of any Letter of Credit; andand Gas Sale and Purchase Contract (December 1, 2004) (C3) the Secured Group Party shall be prohibited from drawing on any Letter of Credit that has been posted by the Pledging Group Party for its benefit.