Common use of Exercise of Rights Under Security Documents Clause in Contracts

Exercise of Rights Under Security Documents. So long as any Secured Obligations remain outstanding, the following provisions shall apply: (a) Subject to Section 5.2(e), if a Trigger Event shall have occurred and be continuing, and only in such event, upon the written direction of the Required Senior Parties contained in Senior Party Certificates, the Collateral Agent, on behalf of the Trustee, the DSR LOC Provider, the PPA LOC Provider, the Working Capital Provider and any other Senior Party that is a party to this Agreement, as applicable, shall be permitted and is hereby authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under the Security Documents or this Agreement; PROVIDED, HOWEVER, that if the underlying event which caused the Trigger Event is a Bankruptcy Event in respect of the Company of which the Collateral Agent shall have received written notice, no written request of the Required Senior Parties shall be required in order for the Collateral Agent following such Trigger Event to take any and all actions and to exercise any and all rights and remedies specified in the Security Documents or this Agreement to be taken in such circumstances. Nothing contained herein shall be construed as restricting the right of any Senior Party to cause the acceleration, in accordance with the applicable Senior Document, of the Senior Debt held by such Party, or in the case of the DSR LOC Provider and the PPA LOC Provider, to terminate the DSR Letter of Credit or PPA Letter of Credit (after giving any required notice to the beneficiary thereof), as the case may be, or to terminate the ability of the Company to continue any DSR Loans (as defined in the DSR LOC Reimbursement Agreement) as, or to convert DSR Loans to Eurodollar Rate Loans (as defined in the DSR LOC Reimbursement Agreement), or in the case of the DSR LOC Provider, to terminate the ability of the Company to cause the reinstatement of the DSR Letter of Credit or in the case of the Working Capital Provider, to declare the obligation of each Bank under and as defined in the Working Capital Agreement to make Working Capital Loans to be terminated, or to terminate the ability of the Company to continue any Working Capital Loans as, or to convert Working Capital Loans to Eurodollar Rate Loans (as defined in the Working Capital Agreement). (b) The Senior Parties hereby agree to give each other and the Collateral Agent written notice of the occurrence of an Event of Default and of a Trigger Event as soon as practicable after the occurrence thereof or upon their obtaining actual knowledge of an Event of Default or Trigger Event; PROVIDED, HOWEVER, that the failure to provide such notice shall not limit or impair the rights of the Senior Parties hereunder or under the Financing Documents. (c) Each Senior Party hereby acknowledges and agrees that all funds held by the Trustee in accordance with Article 5 of the Indenture are held for the benefit of the Bondholders and that the Trustee shall hold such funds solely for the benefit of such Bondholders. (d) Each Senior Party hereby acknowledges and agrees that all funds held in the Debt Service Reserve Account by the Collateral Agent in accordance with this Agreement are held for the benefit of the Trustee (on behalf of the Bondholders) and that the Collateral Agent shall hold such funds solely for the benefit of such Persons. (e) Each Senior Party hereby acknowledges and agrees that any DSR Letter of Credit held by the Collateral Agent in accordance with this Agreement is held for the benefit of the Trustee (on behalf of the Bondholders) and for the benefit of the DSR LOC Provider to the extent of its interest in such DSR Letter of Credit and that the Collateral Agent shall hold such letter of credit (and the proceeds thereof) solely for the benefit of such Persons. (f) Each Senior Party hereby acknowledges and agrees that all funds held in the DSR LOC Reimbursement Fund or the PPA LOC Reimbursement Fund by the Collateral Agent in accordance with this Agreement are held for the benefit of the DSR LOC Provider or PPA LOC Provider, as the case may be, and that the Collateral Agent shall hold such funds solely for the benefit of such Persons. (g) Each Senior Party hereby acknowledges and agrees that the Collateral Agent, subject to Section 5.2(c) and (e), shall administer the Collateral in the manner contemplated by the Security Documents and this Agreement and the Collateral Agent shall exercise, as directed by the Required Senior Parties in Senior Party Certificates in accordance with Section 2.3(a) such rights and remedies with respect to the Collateral (including the curing of defaults under the Transaction Documents) as are granted to it under the Security Documents, this Agreement and Applicable Law. No Senior Party and no class or classes of Senior Parties shall have any right (i) to direct the Collateral Agent to take any action in respect of the Collateral other than in accordance with Section 2.3(a) or (ii) to take any action with respect to the Collateral (A) independently of the Collateral Agent or (B) other than to direct the Collateral Agent in writing to take action in accordance with Section 2.3(a); PROVIDED, HOWEVER, that nothing in this

Exercise of Rights Under Security Documents. So long as any Secured Obligations remain outstanding, the following provisions shall apply: (a) Subject to Section 5.2(e), if a Trigger Event shall have occurred and be continuing, and only in such event, upon the written direction of the Required Senior Parties contained in Senior Party Certificates, the Collateral Agent, on behalf of the Trustee, the DSR LOC Provider, the PPA CP LOC Provider, the Working Capital Provider and any other Senior Party that is a party to this Agreement, as applicable, shall be permitted and is hereby authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under the Security Documents or this Agreement; PROVIDEDprovided, HOWEVERhowever, that if the underlying event which caused the Trigger Event is a Bankruptcy Event in respect of the Company of which the Collateral Agent shall have received written notice, no written request of the Required Senior Parties shall be required in order for the Collateral Agent following such Trigger Event to take any and all actions and to exercise any and all rights and remedies specified in the Security Documents or this Agreement to be taken in such circumstances. Nothing contained herein shall be construed as restricting the right of any Senior Party to cause the acceleration, in accordance with the applicable Senior Document, of the Senior Debt held by such Party, or in the case of the DSR LOC Provider and the PPA CP LOC Provider, to terminate the DSR Letter of Credit or PPA CP Letter of Credit (after giving any required notice to the beneficiary thereof), as the case may be, or to terminate the ability of the Company to continue any DSR Loans (as defined in the DSR LOC Reimbursement Agreement) as, or to convert DSR Loans to Eurodollar Rate Loans (as defined in the DSR LOC Reimbursement Agreement), or in the case of the DSR LOC Provider, to terminate the ability of the Company to cause the reinstatement of the DSR Letter of Credit or in the case of the Working Capital Provider, to declare the obligation of each Bank under and as defined in the Working Capital Agreement to make Working Capital Loans to be terminated, or to terminate the ability of the Company to continue any Working Capital Loans as, or to convert Working Capital Loans to Eurodollar Rate Loans (as defined in the Working Capital Agreement)Credit. (b) The Senior Parties hereby agree to give each other and the Collateral Agent written notice of the occurrence of an Event of Default and of a Trigger Event as soon as practicable after the occurrence thereof or upon their obtaining actual knowledge of an Event of Default or Trigger Eventthereof; PROVIDEDprovided, HOWEVERhowever, that the failure to provide such notice shall not limit or impair the rights of the Senior Parties hereunder or under the Financing Documents. (c) Each Senior Party hereby acknowledges and agrees that all funds held by the Trustee in accordance with Article 5 of the Indenture are held for the benefit of the Bondholders and that the Trustee shall hold such funds solely for the benefit of such Bondholders. (d) Each Senior Party hereby acknowledges and agrees that all funds held in the Debt Service Reserve Account by the Collateral Agent in accordance with this Agreement are held for the benefit of the Trustee (on behalf of the Bondholders) and that the Collateral Agent shall hold such funds solely for the benefit of such Persons. (e) Each Senior Party hereby acknowledges and agrees that any DSR Letter of Credit held by the Collateral Agent in accordance with this Agreement is held for the benefit of the Trustee (on behalf of the Bondholders) and for the benefit of the DSR LOC Provider to the extent of its interest in such DSR Letter of Credit and that the Collateral Agent shall hold such letter of credit (and the proceeds thereof) solely for the benefit of such Persons. (f) Each Senior Party hereby acknowledges and agrees that all funds held in the DSR LOC Reimbursement Fund or the PPA CP LOC Reimbursement Fund by the Collateral Agent in accordance with this Agreement are held for the benefit of the DSR LOC Provider or PPA CP LOC Provider, as the case may be, and that the Collateral Agent shall hold such funds solely for the benefit of such Persons. (g) Each Senior Party hereby acknowledges and agrees that the Collateral Agent, subject to Section 5.2(c) and (e), shall administer the Collateral in the manner contemplated by the Security Documents and this Agreement and the Collateral Agent shall exercise, as directed by the Required Senior Parties in Senior Party Certificates in accordance with Section 2.3(a) such rights and remedies with respect to the Collateral (including the curing of defaults under the Transaction Documents) as are granted to it under the Security Documents, this Agreement and Applicable Law. No Senior Party and no class or classes of Senior Parties shall have any right (i) to direct the Collateral Agent to take any action in respect of the Collateral other than in accordance with Section 2.3(a) or (ii) to take any action with respect to the Collateral (A) independently of the Collateral Agent or (B) other than to direct the Collateral Agent in writing to take action in accordance with Section 2.3(a); PROVIDEDprovided, HOWEVERhowever, that nothing in thisthis Section 2.3(g) shall be deemed to limit the ability of any Senior Party to take any action in accordance with Section 2.3(i). (h) Each of the Company and each Senior Party covenants and agrees that, upon the occurrence and during the continuation of a Trigger Event, the Collateral Agent shall be entitled, as instructed by the Required Senior Parties in Senior Party Certificates in accordance with Section 2.3(a), to give notices or instructions that the Company would otherwise be entitled to give under this Agreement. (i) From time to time during the continuation of a Trigger Event, the Collateral Agent shall, as instructed by the Required Senior Parties in Senior Party Certificates in accordance with Section 2.3(a), direct the Depositary Bank to render an accounting of the current balance of each Project Account or other amounts or funds administered by the Depositary Bank under this Agreement, and the Depositary Bank agrees to render the same, subject to the terms, conditions and protections contained in this Agreement. (j) The Company covenants and agrees that it shall not take any action that would prohibit or impair the ability of the Collateral Agent from participating in any objection to any foreclosure or similar proceeding instituted by a junior lienor against the Company; provided, however, that nothing in this Section 2.3(j) shall, or shall be deemed to, affect the relationship among the Senior Parties or the relationship between the Senior Parties and the Collateral Agent, nor shall anything in this Section 2.3(j) affect any representation, warranty, covenant or agreement of any Senior Party in this Agreement. (k) The Company covenants and agrees that it shall send to the Collateral Agent on or before five (5) days prior to each Bond Payment Date an Officer's Certificate signed by an Authorized Representative of the Company setting forth (i) the names of each Senior Party as of the date of the certificate, (ii) the principal amount of the Financing Liabilities owed to each such Senior Party as of the date of the certificate and (iii) the unutilized outstanding commitments of each Senior Party to extend credit to the Company as of the date of the certificate, including, but not limited to, (A) the Stated Amount of the DSR Letter of Credit and the CP Letter of Credit and (B) the obligation of the DSR LOC Provider to issue the DSR Letter of Credit, to reinstate the DSR Letter of Credit upon the reimbursement of drawings thereunder and increase the amount of the DSR Letter of Credit from time to time by reason of an increase in the DSRA Required Balance. The Collateral Agent shall be entitled to rely on the information contained in such certificate. (l) Notwithstanding the foregoing provisions of this Article II, each Senior Party individually shall be authorized to cure any default of the Company under any Project Contract in accordance with the consent to assignment executed in connection with such Project Contract; provided, however, that funds advanced in connection with such cure shall not constitute Senior Debt unless such funds would otherwise satisfy the requirements for the issuance of Senior Debt. (m) Each Senior Party hereby acknowledges and agrees that if (i) there is an Event of Default under the Indenture and such Event of Default is not caused directly or indirectly by a default or event of default under the Power Purchase Agreement, (ii) the Collateral Agent receives the written request of the Required Senior Parties specified in Section 2.3(a), and (iii) the Trustee has been directed by the required Bondholders to declare the aggregate principal amount of the Outstanding Bonds, all interest accrued and unpaid thereon and all premium payable thereon in accordance with the terms of the Indenture immediately due and payable, the Collateral Agent at the direction of the Required Senior Parties shall notify the Power Purchaser in writing at the address provided in the Power Purchase Agreement of the opportunity to purchase the Facility for an amount equal to the greater of (x) the Fair Market Value of the Facility and (y) all Financing Liabilities due and owing to the Senior Parties and any Subordinated Debt Provider. If the Power Purchaser has not within 90 days of the date of such notice provided the Collateral Agent with a binding written notice of its intent to purchase the Facility for such amount, the Collateral Agent shall no longer have any obligation under this paragraph. If the Power Purchaser offers within such period to purchase the Facility for such amount within 120 days after the expiration of such 90 day period, the Collateral Agent shall take such actions as required to consummate such sale promptly as directed by the Required Senior Parties in Senior Party Certificates.

Exercise of Rights Under Security Documents. So long as any Secured Obligations remain outstanding, the following provisions shall apply: (a) Subject to Section 5.2(e), if a Trigger Event shall have occurred and be continuing, and only in such event, upon the written direction of the Required Senior Parties contained in Senior Party Certificates, the Collateral Agent, on behalf of the Trustee, the DSR LOC Provider, the PPA LOC Provider, the Working Capital Provider Trustee and any other Senior Party that is a party to this Agreement, as applicable, shall be permitted and is hereby authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under the Security Documents or this Agreement; PROVIDEDprovided, HOWEVERhowever, that if the underlying event which caused the Trigger Event is a Bankruptcy Event in respect of the Company of which the Collateral Agent shall have received written notice, no written request of the Required Senior Parties shall be required in order for the Collateral Agent following such Trigger Event to take any and all actions and to exercise any and all rights and remedies specified in the Security Documents or this Agreement to be taken in such circumstances. Nothing contained herein shall be construed as restricting the right of any Senior Party to cause the acceleration, in accordance with the applicable Senior Document, Indenture of the Senior Debt held by such Party, or in the case of the DSR LOC Provider and the PPA LOC Provider, to terminate the DSR Letter of Credit or PPA Letter of Credit (after giving any required notice to the beneficiary thereof), as the case may be, or to terminate the ability of the Company to continue any DSR Loans (as defined in the DSR LOC Reimbursement Agreement) as, or to convert DSR Loans to Eurodollar Rate Loans (as defined in the DSR LOC Reimbursement Agreement), or in the case of the DSR LOC Provider, to terminate the ability of the Company to cause the reinstatement of the DSR Letter of Credit or in the case of the Working Capital Provider, to declare the obligation of each Bank under and as defined in the Working Capital Agreement to make Working Capital Loans to be terminated, or to terminate the ability of the Company to continue any Working Capital Loans as, or to convert Working Capital Loans to Eurodollar Rate Loans (as defined in the Working Capital Agreement). (b) The Senior Parties hereby agree to give each other and the Collateral Agent written notice of the occurrence of an Event of Default and of a Trigger Event as soon as practicable after the occurrence thereof or upon their obtaining actual knowledge of an Event of Default or Trigger Eventthereof; PROVIDEDprovided, HOWEVERhowever, that the failure to provide such notice shall not limit or impair the rights of the Senior Parties hereunder or under the Financing Documents. (c) Each Senior Party hereby acknowledges and agrees that all funds held by the Trustee in accordance with Article 5 of the Indenture are held for the benefit of the Bondholders and that the Trustee shall hold such funds solely for the benefit of such Bondholders. (d) Each Senior Party hereby acknowledges and agrees that all funds held in the Debt Service Reserve Account by the Collateral Agent in accordance with this Agreement are held for the benefit of the Trustee (on behalf of the Bondholders) and that the Collateral Agent shall hold such funds solely for the benefit of such Persons. (e) Each Senior Party hereby acknowledges and agrees that any DSR Letter of Credit held by the Collateral Agent in accordance with this Agreement is held for the benefit of the Trustee (on behalf of the Bondholders) and for the benefit of the DSR LOC Provider to the extent of its interest in such DSR Letter of Credit and that the Collateral Agent shall hold such letter of credit (and the proceeds thereof) solely for the benefit of such Persons. (f) Each Senior Party hereby acknowledges and agrees that all funds held in the DSR LOC Reimbursement Fund or the PPA LOC Reimbursement Fund by the Collateral Agent in accordance with this Agreement are held for the benefit of the DSR LOC Provider or PPA LOC Provider, as the case may be, and that the Collateral Agent shall hold such funds solely for the benefit of such Persons. (g) Each Senior Party hereby acknowledges and agrees that the Collateral Agent, subject to Section 5.2(c) and (e), shall administer the Collateral in the manner contemplated by the Security Documents and this Agreement and the Collateral Agent shall exercise, as directed by the Required Senior Parties in Senior Party Certificates in accordance with Section 2.3(a) such rights and remedies with respect to the Collateral (including the curing of defaults under the Transaction Documents) as are granted to it under the Security Documents, this Agreement and Applicable Law. No Senior Party and no class or classes of Senior Parties shall have any right (i) to direct the Collateral Agent to take any action in respect of the Collateral other than in accordance with Section 2.3(a) or (ii) to take any action with respect to the Collateral (A) independently of the Collateral Agent or (B) other than to direct the Collateral Agent in writing to take action in accordance with Section 2.3(a); PROVIDEDprovided, HOWEVERhowever, that nothing in thisthis Section 2.3(e) shall be deemed to limit the ability of any Senior Party to take any action in accordance with Section 2.3(g). (f) Each of the Company and each Senior Party covenants and agrees that, upon the occurrence and during the continuation of a Trigger Event, the Collateral Agent shall be entitled, as instructed by the Required Senior Parties in Senior Party Certificates in accordance with Section 2.3(a), to give notices or instructions that the Company would otherwise be entitled to give under this Agreement. (g) From time to time during the continuation of a Trigger Event, the Collateral Agent shall, as instructed by the Required Senior Parties in Senior Party Certificates in accordance with Section 2.3(a), direct the Depositary Bank to render an accounting of the current balance of each Project Account or other amounts or funds administered by the Depositary Bank under this Agreement, and the Depositary Bank agrees to render the same, subject to the terms, conditions and protections contained in this Agreement. (h) The Company covenants and agrees that it shall not take any action that would prohibit or impair the ability of the Collateral Agent from participating in any objection to any foreclosure or similar proceeding instituted by a junior lienor against the Company; provided, however, that nothing in this Section 2.3(h) shall, or shall be deemed to, affect the relationship among the Senior Parties or the relationship between the Senior Parties and the Collateral Agent, nor shall anything in this Section 2.3(h) affect any representation, warranty, covenant or agreement of any Senior Party in this Agreement. (i) The Company covenants and agrees that it shall send to the Collateral Agent on or before five (5) days prior to each Bond Payment Date an Officer’s Certificate signed by an Authorized Representative of the Company setting forth (i) the names of each Senior Party as of the date of the certificate, (ii) the principal amount of the Financing Liabilities owed to each such Senior Party as of the date of the certificate and (iii) the unutilized outstanding commitments of each Senior Party to extend credit to the Company as of the date of the certificate. The Collateral Agent shall be entitled to rely on the information contained in such certificate. (j) Notwithstanding the foregoing provisions of this Article II, each Senior Party individually shall be authorized to cure any default of the Company under any Project Contract in accordance with the consent to assignment executed in connection with such Project Contract; provided, however, that funds advanced in connection with such cure shall not constitute Senior Debt unless such funds would otherwise satisfy the requirements for the issuance of Senior Debt. (k) Each Senior Party hereby acknowledges and agrees that if (i) there is an Event of Default under the Indenture and such Event of Default is not caused directly or indirectly by a default or event of default under the Power Purchase Agreement, (ii) the Collateral Agent receives the written request of the Required Senior Parties specified in Section 2.3(a), and (iii) the Trustee has been directed by the required Bondholders to declare the aggregate principal amount of the Outstanding Bonds, all interest accrued and unpaid thereon and all premium payable thereon in accordance with the terms of the Indenture immediately due and payable, the Collateral Agent at the direction of the Required Senior Parties shall notify the Power Purchaser in writing at the address provided in the Power Purchase Agreement of the opportunity to purchase the Facility for an amount equal to the greater of (x) the Fair Market Value of the Facility and (y) all Financing Liabilities due and owing to the Senior Parties and any Subordinated Debt Provider. If the Power Purchaser has not within 90 days of the date of such notice provided the Collateral Agent with a binding written notice of its intent to purchase the Facility for such amount, the Collateral Agent shall no longer have any obligation under this paragraph. If the Power Purchaser offers within such period to purchase the Facility for such amount within 120 days after the expiration of such 90 day period, the Collateral Agent shall take such actions as required to consummate such sale promptly as directed by the Required Senior Parties in Senior Party Certificates.

Exercise of Rights Under Security Documents. So long as any Secured Obligations remain Obligation remains outstanding, the following provisions shall apply: (a) Subject to Section 5.2(e), if a Trigger If any Event of Default shall have occurred and be continuing, and only in such event, upon the written direction request of the Required Senior Parties contained in Senior Party CertificatesTrustee acting pursuant to Article IX of the Indenture, the Collateral Agent, on behalf of the Trustee, the DSR LOC Provider, the PPA LOC Provider, the Working Capital Provider and any other Senior Party that is a party to this Agreement, as applicableSecured Parties, shall be permitted and is hereby authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under this Agreement or any of the other Security Documents or this Agreement; PROVIDED, HOWEVER, that if the underlying event which caused the Trigger Event is a Bankruptcy Event in respect of the Company of which the Collateral Agent shall have received written notice, no written request of the Required Senior Parties shall be required in order for the Collateral Agent following such Trigger Event to take any and all actions and to exercise any and all rights and remedies specified in the Security Documents or this Agreement to be taken (as directed in such circumstances. Nothing contained herein shall be construed as restricting the right of any Senior Party to cause the acceleration, in accordance with the applicable Senior Document, of the Senior Debt held by such Party, or in the case of the DSR LOC Provider and the PPA LOC Provider, to terminate the DSR Letter of Credit or PPA Letter of Credit (after giving any required notice to the beneficiary thereof), as the case may be, or to terminate the ability of the Company to continue any DSR Loans (as defined in the DSR LOC Reimbursement Agreement) as, or to convert DSR Loans to Eurodollar Rate Loans (as defined in the DSR LOC Reimbursement Agreement), or in the case of the DSR LOC Provider, to terminate the ability of the Company to cause the reinstatement of the DSR Letter of Credit or in the case of the Working Capital Provider, to declare the obligation of each Bank under and as defined in the Working Capital Agreement to make Working Capital Loans to be terminated, or to terminate the ability of the Company to continue any Working Capital Loans as, or to convert Working Capital Loans to Eurodollar Rate Loans (as defined in the Working Capital Agreementrequest). (b) The Senior Parties hereby agree to give each other Each of the Trustee, the Letter of Credit Provider and the Collateral Agent hereby agrees to give to the others written notice of the occurrence of an any Event of Default and promptly after a Responsible Officer of a Trigger Event as soon as practicable after such Person receives written notice of the occurrence thereof or upon their obtaining actual knowledge of an Event of Default or Trigger Event; PROVIDEDthereof, HOWEVERprovided, however, that the failure to provide such notice shall not limit or impair the rights of any of the Senior Collateral Agent or the Secured Parties hereunder or under the Financing DocumentsTransaction Documents or result in any liability to the Secured Party failing to do so. (c) Each Senior Party The Trustee, on behalf of and at the direction of the Bondholders pursuant to the Indenture, hereby acknowledges and agrees that all funds U.S. Accounts and Funds held by the Trustee in accordance with Article 5 IV of the Indenture are held for the benefit of the Bondholders Secured Parties and that the Trustee shall hold such funds solely U.S. Accounts and Funds as agent for the benefit of such Bondholders. (d) Each Senior Party hereby acknowledges and agrees that all funds held in the Debt Service Reserve Account by the Collateral Agent in accordance with (and each of the Letter of Credit Provider and the Collateral Agent agrees that the provisions of this Agreement are held for Section 3 (to the extent applicable) and of Sections 5, 6, 7 and 8 hereof shall inure to the benefit of the Trustee (on behalf of the Bondholders) and that the Collateral Agent shall hold as to any actions taken or omitted to be taken by it as such funds solely for the benefit of such Persons. (e) Each Senior Party hereby acknowledges and agrees that any DSR Letter of Credit held by the Collateral Agent in accordance with this Agreement is held for the benefit of the Trustee (on behalf of the Bondholders) and for the benefit of the DSR LOC Provider to the extent of its interest in such DSR Letter of Credit and that the Collateral Agent shall hold such letter of credit (and the proceeds thereof) solely for the benefit of such Persons. (f) Each Senior Party hereby acknowledges and agrees that all funds held in the DSR LOC Reimbursement Fund or the PPA LOC Reimbursement Fund by the Collateral Agent in accordance with this Agreement are held for the benefit of the DSR LOC Provider or PPA LOC Provider, as the case may be, and that the Collateral Agent shall hold such funds solely for the benefit of such Persons. (g) Each Senior Party hereby acknowledges and agrees that the Collateral Agent, subject to Section 5.2(c) and (e), shall administer the Collateral in the manner contemplated by the Security Documents and this Agreement and the Collateral Agent shall exercise, as directed by the Required Senior Parties in Senior Party Certificates in accordance with Section 2.3(a) such rights and remedies agent with respect to the Collateral (including the curing of defaults under the Transaction Documents) as are granted to it under the Security Documents, this Agreement and Applicable Law. No Senior Party and no class or classes of Senior Parties shall have any right (i) to direct the Collateral Agent to take any action in respect of the Collateral other than in accordance with Section 2.3(a) or (ii) to take any action with respect to the Collateral (A) independently of the Collateral Agent or (B) other than to direct the Collateral Agent in writing to take action in accordance with Section 2.3(a); PROVIDED, HOWEVER, that nothing in thisU.S.