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

Exercise of Rights Against Performance Assurance. (a) In the event that an Event of Default with respect to the Pledging Party has occurred and is continuing, the Secured Party may exercise any one or more of the rights and remedies provided under the Contract, in this CSA, or as otherwise available under applicable law. Without limiting the foregoing, if at any time an Event of Default with respect to the Pledging Party has occurred and is continuing, then the Secured Party may, in its sole discretion, exercise any one or more of the following rights and remedies: (i) all rights and remedies available to a secured party 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 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; (iii) the right to draw on any outstanding Letter of Credit issued for its benefit; and/or (iv) the right to liquidate any Performance Assurance held by or for the benefit of the Secured 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 Party, including any right of equity or redemption by the Pledging Party (with the Secured 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 Party in respect of any of its Obligations in such order as the Secured Party may elect. (b) The Pledging Party hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as the Pledging Party's true and lawful attorney-in-fact with full irrevocable power and authority to act in the name, place and stead of the Pledging Party or in the Secured Party's own name, from time to time in the 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 Section 2.7(a). (c) 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. (d) In addition to the provisions of Section 2.7(a), if at any time an Event of Default with respect to the Secured Party has occurred and is continuing, then: (1) the Secured Party will be obligated immediately to Transfer all Performance Assurance (including any Letter of Credit) and the Interest Amount, if any, to the Pledging Party; (2) the Pledging Party may do any one or more of the following: (x) 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; (y) to the extent that the Performance Assurance or the Interest Amount is not Transferred to the Pledging Party as required in (1) above, setoff amounts payable to the Secured Party against the Performance Assurance (other than Letters of Credit) held by the Secured Party or to the extent its rights to setoff are not exercised, withhold payment of any remaining amounts payable by the Pledging Party, up to the value of any remaining Performance Assurance held by the Secured Party, until the Performance Assurance is Transferred to the Pledging Party; and (z) exercise rights and remedies available to the Pledging Party under the terms of any Letter of Credit; and Gas Sale and Purchase Contract (December 1, 2004) (3) the Secured Party shall be prohibited from drawing on any Letter of Credit that has been posted by the Pledging Party for its benefit.

Exercise of Rights Against Performance Assurance. (a) In the event that an Event of (i) a Default with respect to the Pledging Party Group has occurred and is continuing, the 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 Party Group may exercise any one or more of the rights and remedies provided under the ContractAgreement, in including, without limitation, this CSACollateral Annex, or as otherwise available under applicable law. Without limiting the foregoing, if at any time an Event of (i) a Default with respect to the Pledging Party 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 the Secured Party Group may, in its sole discretion, exercise any one or more of the following rights and remedies: (iA) all rights and remedies available to a secured party under 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 the Secured PartyGroup; (iiB) the right to set off any Performance Assurance held by or for the benefit of the Secured Party Group against and in satisfaction of any amount payable by the Pledging Party Group in respect of any of its Obligations; (iiiC) the right to draw on any outstanding Letter of Credit issued for its benefit; and/or (ivD) the right to liquidate any Performance Assurance held by or for the benefit of the Secured Party 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 the Pledging PartyGroup, including any right of equity or redemption by the Pledging Party Group (with the Secured Party 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 the Pledging Party Group in respect of any of its Obligations in such order as the Secured Party Group may elect. (b) The Pledging Party Group hereby irrevocably constitutes and appoints the Collateral Administrator for Secured Party Group and any officer or agent thereof, with full power of substitution, as the Pledging PartyGroup's true and lawful attorney-in-fact with full irrevocable power and authority to act in the name, place and stead of the Pledging Party Group, or any member thereof, or in the name of Secured Party's own nameGroup, or any member thereof, from time to time in the Secured Partysuch 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 Section 2.7(aParagraph 7(a). (c) For the avoidance of doubt, it is hereby acknowledged that Secured Party 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 hereunderunder applicable law. The Pledging Party Group shall in all events remain liable to the Secured Party Group for any amount payable by the Pledging Party Group in respect of any of its Obligations remaining unpaid after any such liquidation, application and set off. (d) In addition to the provisions of Section 2.7(a), if If at any time an Event of (i) a Default with respect to the Secured Party Group has occurred and is continuingcontinuing 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: (1A) the Secured Party Group will be obligated immediately to Transfer all Performance Assurance (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 Pledging Partyissuer thereof; (2B) the Pledging Party Group may do any one or more of the following: (x1) 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; (y2) to the extent that the Performance Assurance or the Interest Amount is not Transferred to the Pledging Party Group as required in (1A) above, setoff amounts payable to the Secured Party Group against the Performance Assurance (other than Letters of Credit) held by the Secured Party Group or to the extent its rights to setoff are not exercised, withhold payment of any remaining amounts payable by the Pledging PartyGroup, up to the value of any remaining Performance Assurance held by the Secured PartyGroup, until the Performance Assurance is Transferred to the Pledging PartyGroup; and (z3) exercise rights and remedies available to the Pledging Party Group under the terms of any Letter of Credit; and Gas Sale and Purchase Contract (December 1, 2004)and (3C) the Secured Party Group shall be prohibited from drawing on any Letter of Credit that has been posted by the Pledging Party Group for its benefit.

Exercise of Rights Against Performance Assurance. (a) In the event that an Event of (i) a Default with respect to the Pledging Party 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) 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 Party Group may exercise any one or more of the rights and remedies provided under the ContractAgreement, in including, without limitation, this CSACollateral Annex, or as otherwise available under applicable law. Without limiting the foregoing, if at any time an Event of (i) a Default with respect to the Pledging Party 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 the Secured Party Group may, in its sole discretion, exercise any one or more of the following rights and remedies: (iA) all rights and remedies available to a secured party under 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 the Secured PartyGroup; (iiB) the right to set off Setoff any Performance Assurance held by or for the benefit of the Secured Party Group against and in satisfaction of any amount payable by the Pledging Party Group in respect of any of its Obligations; (iiiC) the right to draw on any outstanding Letter of Credit issued for its benefit; and/or (ivD) the right to liquidate any Performance Assurance held by or for the benefit of the Secured Party 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 the Pledging PartyGroup, including any right of equity or redemption by the Pledging Party Group (with the Secured Party 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 the Pledging Party Group in respect of any of its Obligations in such order as the Secured Party Group may elect. (b) The Pledging Party Group hereby irrevocably constitutes and appoints the Collateral Administrator for Secured Party Group and any officer or agent thereof, with full power of substitution, as the Pledging PartyGroup's true and lawful attorney-in-fact with full irrevocable power and authority to act in the name, place and stead of the Pledging Party Group, or any member thereof, or in the name of Secured Party's own nameGroup, or any member thereof, from time to time in the Secured Partysuch 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 Section 2.7(aParagraph 7(a). (c) For the avoidance of doubt, it is hereby acknowledged that Secured Party 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 hereunderunder applicable law. The Pledging Party Group shall in all events remain liable to the Secured Party Group for any amount payable by the Pledging Party Group in respect of any of its Obligations remaining unpaid after any such liquidation, application and set off. (d) In addition to the provisions of Section 2.7(a), if If at any time (i) a Default with respect to Secured Group has occurred and is continuing or (ii) an Event Underlying Master Agreements Close-Out has occurred or been designated as a result of a Default with respect to Secured Group and a Default with respect to the Secured Party Pledging Group has occurred and is continuingnot occurred, then: (1A) the Secured Party Group will be obligated immediately to Transfer all Performance Assurance (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 Pledging Partyissuer thereof; (2B) the Pledging Party Group may do any one or more of the following: (x1) 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; (y2) to the extent that the Performance Assurance or the Interest Amount is not Transferred to the Pledging Party Group as required in (1A) above, setoff Setoff amounts payable to the Secured Party Group against the Performance Assurance (other than Letters of Credit) held by the Secured Party Group or to the extent its rights to setoff Setoff are not exercised, withhold payment of any remaining amounts payable by the Pledging PartyGroup, up to the value of any remaining Performance Assurance held by the Secured PartyGroup, until the Performance Assurance is Transferred to the Pledging PartyGroup; and (z3) exercise rights and remedies available to the Pledging Party Group under the terms of any Letter of Credit; and Gas Sale and Purchase Contract (December 1, 2004)and (3C) the Secured Party Group shall be prohibited from drawing on any Letter of Credit that has been posted by the Pledging Party Group for its benefit.

Exercise of Rights Against Performance Assurance. (a) In the event that (i) a Default with respect to Pledging Party has occurred and is continuing or (ii) an Event Early Termination Date has occurred or has been designated as a result of a Default with respect to the Pledging Party has occurred and is continuingParty, the Secured Party may exercise any one or more of the rights and remedies provided under the ContractAgreement, in including, without limitation, this CSACollateral Annex, or as otherwise available under applicable law. Without limiting the foregoing, if at any time an Event of a Default with respect to the Pledging Party has occurred and is continuing, then the Secured Party may, in its sole discretion, exercise any one or more of the following rights and remedies: (iA) all rights and remedies available to a secured party under Article 9 of 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 the Secured Party; (iiB) 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; (iiiC) 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; (ivD) the right to liquidate and realize upon any Performance Assurance held by or for the benefit of the Secured 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 the Pledging Party, including any right of equity or redemption by the Pledging Party (with the Secured 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 Party in respect of any of its Obligations in such order as the Secured Party may elect; and/or (E) any and all other rights and remedies set forth herein. (b) The In the event that an Additional Default Event with respect to the Pledging Party hereby irrevocably constitutes has occurred and appoints is continuing, the Secured Party and may, in its sole discretion, exercise any officer one or agent thereof, more remedies with full power of substitution, respect to Performance Assurance as the Pledging Party's true and lawful attorney-in-fact with full irrevocable power and authority to act provided in the name, place and stead of the Pledging Party or in the Secured Party's own name, from time to time in the 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 Section 2.7(a)Agreement. (c) For the avoidance of doubt, it is hereby acknowledged that Secured 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 hereunderunder applicable law. 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. (d) In addition to realization or liquidation of the provisions of Section 2.7(a), if at any time an Event of Default with respect to the Secured Party has occurred and is continuing, then: (1) the Secured Party will be obligated immediately to Transfer all Performance Assurance (including the reasonable costs and expenses relating to any Letter disposition of Credit) and the Interest Amountany Performance Assurance), if any, to the Pledging Party; (2) the Pledging Party may do any one or more application of the following: (x) exercise any same and set off, offset, combination of the accounts, retention, withholding, and/or liquidation rights and remedies of a pledgor with respect to the Performance Assurance, including any such rights and remedies under law then in effect; (y) to the extent that the Performance Assurance or the Interest Amount is not Transferred to the Pledging Party as required in (1) above, setoff amounts payable to the Secured Party against the Performance Assurance (other than Letters of Credit) held by the Secured Party or to the extent its rights to setoff are not exercised, withhold payment of any remaining amounts payable by the Pledging Party, up to the value of any remaining Performance Assurance held by the Secured Party, until the Performance Assurance is Transferred to the Pledging Party; and (z) exercise rights and remedies available to the Pledging Party under the terms of any Letter of Credit; and Gas Sale and Purchase Contract (December 1, 2004) (3) the Secured Party shall be prohibited from drawing on any Letter of Credit that has been posted by the Pledging Party for its benefitremedies.