Common use of First Priority Security Interest in Cash or Cash Equivalent Collateral Clause in Contracts

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff against), and assignment of any Performance Assurance, all cash collateral and cash equivalent collateral, if any, and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCE, and Seller agrees to take such action as SCE reasonably requires in order to perfect SCE’s Security Interest in, and lien on (and right of setoff against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or an Early Termination Date caused by an Event of Default of Seller, SCE may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit; and (c) Liquidate all Performance Assurance then held by or for the benefit of SCE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining liable for any amounts owing to SCE after such application), subject to SCE’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security, Performance Assurance, all any other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 3.06 and 8.02 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCE, and Seller agrees to take such all action as SCE reasonably requires in order to perfect SCE’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default caused by Seller, or an occasion provided for in this Agreement where SCE is authorized to retain all or a portion of Sellerthe Development Security or Performance Assurance, SCE may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefitbenefit and retain any cash held by SCE as Development Security or Performance Assurance; and (c) Liquidate all Development Security or Performance Assurance (as applicable) then held by or for the benefit of SCE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE after such application), subject to SCE’s obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of the Development Security, Performance Security, any Performance Assurance, all other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 8.7 and 8.8 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEXxxxx, and Seller Xxxxxx agrees to take such all action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. thereof.‌ Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following:following (in each case subject to the final sentence of this Section 8.9): (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance AssuranceSecurity, including any such rights and remedies under law Law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefitbenefit and retain any cash held by Buyer as Development Security or Performance Security; and (c) Liquidate all Development Security or Performance Assurance Security (as applicable) then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security, Performance Assurance, all any other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 3.06 and 8.02 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCE, and Seller Xxxxxx agrees to take such all action as SCE reasonably requires in order to perfect SCE’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence of, and during the continuation of of, an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default caused by Seller, or an occasion provided for in this Agreement where SCE is authorized to retain all or a portion of Sellerthe Development Security, SCE may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit; and (c) Liquidate all Development Security or Performance Assurance (as applicable) then held by or for the benefit of SCE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE after such application), subject to SCE’s obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of the Development Security, Performance Security, any Performance Assurance, all other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 8.7 and 8.8 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEXxxxx, and Seller Xxxxxx agrees to take such all action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following:following (in each case subject to the final sentence of this Section 8.9): (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance AssuranceSecurity, including any such rights and remedies under law Law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefitbenefit and retain any cash held by Buyer as Development Security or Performance Security; and (c) Liquidate all Development Security or Performance Assurance Security (as applicable) then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security, Performance Assurance, all any other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 3.06 and 8.02 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCE, and Seller agrees to take such all action as SCE reasonably requires in order to perfect SCE’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default caused by Seller, or an occasion provided for in this Agreement where SCE is authorized to retain all or a portion of Sellerthe Development Security or Performance Assurance, SCE may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit; and (c) Liquidate all Development Security or Performance Assurance (as applicable) then held by or for the benefit of SCE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE after such application), subject to SCE’s obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security, Performance Assurance, all any other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 3.06 and 8.02 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCE, and Seller agrees to take such all action as SCE reasonably requires in order to perfect SCE’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence of, and during the continuation of of, an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default caused by Seller, or an occasion provided for in this Agreement where SCE is authorized to retain all or a portion of Sellerthe Development Security, SCE may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit; and (c) Liquidate all Development Security or Performance Assurance (as applicable) then held by or for the benefit of SCE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE after such application), subject to SCE’s obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. (a) To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff against), and assignment of any the Performance Assurance, all cash collateral and cash equivalent collateral, if any, collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCE, and Seller agrees to take such action as SCE reasonably requires in order to perfect SCE’s Security Interest in, and lien on (and right of setoff against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. . (b) Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or an Early Termination Date caused by an Event of Default of SellerDate, SCE may do any one or more of the following: (ai) Exercise any of its rights and remedies with respect to all Performance Assurance, including any such rights and remedies under law then in effect; (bii) Draw on any outstanding Letter of Credit issued for its benefit; and (ciii) Liquidate all Performance Assurance then held by or for the benefit of SCE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. . (c) SCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller Seller’s remaining liable for any amounts owing to SCE after such application), subject to SCE’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-first priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security, Performance AssuranceSecurity, all and other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 8.7 and 8.8 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEXxxxx, and Seller Xxxxxx agrees to take such all action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. thereof.‌ Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following:following (in each case subject to the final sentence of this Section 8.9): (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance AssuranceSecurity, including any such rights and remedies under law Law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefitbenefit and retain any cash held by Buyer as Development Security or Performance Security; and (c) Liquidate all Development Security or Performance Assurance Security (as applicable) then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE the Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security, Performance Assurance, all cash collateral and cash equivalent collateral, if any, and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCE, and Seller agrees to take such action as SCE reasonably requires in order to perfect SCE’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom there from or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or an Early Termination Date caused by an Event of Default of SellerDate, SCE may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit; and (c) Liquidate all Development Security and Performance Assurance then held by or for the benefit of SCE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining shall remain liable for any amounts owing to SCE after such application), subject to SCE’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security (if applicable), Performance Assurance, all any other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 2 and 4 of this Exhibit D and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEBuyer, and Seller agrees to take such action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence of, and during the continuation of of, an Event of Default caused by Seller or an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE Buyer may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit; and (c) Liquidate all Development Security and Performance Assurance then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining shall remain liable for any amounts owing to SCE Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of the CP Security, Development Security, Performance Security, any Performance Assurance, all other cash collateral and cash equivalent collateralcollateral posted pursuant to Sections 8.7, if any, 8.8 and 8.9 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEBuyer, and Seller agrees to take such all action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the CP Security, Development Security or Performance Security, Buyer may do any one or more of the following:following (in each case subject to the final sentence of this Section 8.10): (a) Exercise any of its rights and remedies with respect to all the CP Security, Development Security and Performance AssuranceSecurity, including any such rights and remedies under law Law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefitbenefit and retain any cash held by Buyer as CP Security, Development Security or Performance Security; and (c) Liquidate all CP Security, Development Security or Performance Assurance Security (as applicable) then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security (if applicable), Performance Assurance, all any other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 2 and 4 of this Exhibit D and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEBuyer, and Seller agrees to take such action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security ID# [Number], [Seller’s Name] Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence of, and during the continuation of of, an Event of Default caused by Seller or an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE Buyer may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit; and (c) Liquidate all Development Security and Performance Assurance then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining shall remain liable for any amounts owing to SCE Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of the Development Security, Performance Security, any Performance Assurance, all other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 8.7 and 8.8 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEXxxxx, and Seller Xxxxxx agrees to take such all action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. thereof.‌ Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following:following (in each case subject to the final sentence of this Section 8.9): (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance AssuranceSecurity, including any such rights and remedies under law Law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefitbenefit and retain any cash held by Buyer as Development Security or Performance Security; and (c) Liquidate all Development Security or Performance Assurance Security (as applicable) then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security and Performance Assurance, all and any cash collateral and cash equivalent collateral, if any, or other proceeds of any of the foregoing including pursuant to a draw on a Letter of Credit and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCE, and Seller agrees to take such action as SCE reasonably requires in order to perfect SCE’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence of, and during the continuation of of, an Event of Default caused by Seller or an Early Termination Date caused by resulting from an Event of Default caused by Seller or where SCE is authorized to retain all or a portion of Sellerthe Development Security pursuant to Section 3.04, SCE may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit; and (c) Liquidate all Development Security and Performance Assurance then held by or for the benefit of SCE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining shall remain liable for any amounts owing to SCE after such application), subject to SCE’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-first priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any Performance Assurancethe Collateral Requirement, all Collateral Requirement, and other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 8.7 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEXxxxx, and Seller Xxxxxx agrees to take such all action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Collateral Requirement, Buyer may do any one or more of the following: following (a) in each case subject to the final sentence of this Section 8.8): Exercise any of its rights and remedies with respect to all Performance Assurancethe Collateral Requirement, including any such rights and remedies under law Law then in effect; (b) ; Draw on any outstanding Letter of Credit issued for its benefitbenefit and retain any cash held by Buyer as Collateral Requirement; and (c) and Liquidate all Performance Assurance Collateral Requirement then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE the Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security, the Performance Assurance, all any other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 3.04 and 8.02 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCE, and Seller agrees to take such action as SCE reasonably requires in order to perfect SCE’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence of, and during the continuation of of, an Event of Default caused by Seller or an Early Termination Date caused by resulting from an Event of Default of attributable to a failure to perform by Seller, SCE may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit; and (c) Liquidate all Development Security and Performance Assurance then held by or for the benefit of SCE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining shall remain liable for any amounts owing to SCE after such application), subject to SCE’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of the Development Security, Performance Security, any Performance Assurance, all other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 8.7 and 8.8 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEXxxxx, and Seller Xxxxxx agrees to take such all action as SCE Buyer reasonably requires in order to perfect SCE’s Buyer's Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following:following (in each case subject to the final sentence of this Section 8.9): (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance AssuranceSecurity, including any such rights and remedies under law Law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefitbenefit and retain any cash held by Buyer as Development Security or Performance Security; and (c) Liquidate all Development Security or Performance Assurance Security (as applicable) then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s 's obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE Buyer after such application), subject to SCE’s Buyer's obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security (if applicable), Performance Assurance, all any other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 2 and 4 of this Exhibit D and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEXxxxx, and Seller Xxxxxx agrees to take such action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence of, and during the continuation of of, an Event of Default caused by Seller or an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE Buyer may do any one or more of the following: (ak) Exercise any of its rights and remedies with respect to all Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (bl) Draw on any outstanding Letter of Credit issued for its benefit; and (cm) Liquidate all Development Security and Performance Assurance then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining shall remain liable for any amounts owing to SCE Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security, Performance Assurance, all any other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 3.04 and 8.02 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCE, and Seller agrees to take such all action as SCE reasonably requires in order to perfect SCE’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence of, and during the continuation of of, an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default caused by Seller, or an occasion provided for in this Agreement where SCE is authorized to retain all or a portion of Sellerthe Development Security, SCE may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit; and (c) Liquidate all Development Security and Performance Assurance then held by or for the benefit of SCE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE after such application), subject to SCE’s obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security, Performance Assurance, all any other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 3.04 and 8.02 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCE, and Seller agrees to take such all action as SCE reasonably requires in order to perfect SCE’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence of, and during the continuation of of, an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default caused by Seller, or the occurrence of Selleran event for which this Agreement provides that SCE is authorized to retain all or a portion of the Development Security, SCE may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all the Development Security or Performance AssuranceAssurance (as applicable), including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit; and (c) Liquidate all Development Security or Performance Assurance (as applicable) then held by or for the benefit of SCE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining shall remain liable for any amounts owing to SCE after such application), subject to SCE’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-first priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any Performance Assurancethe Collateral Requirement, all Collateral Requirement, and other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 8.7 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEBuyer, and Seller agrees to take such all action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Collateral Requirement, Buyer may do any one or more of the following:following (in each case subject to the final sentence of this Section 8.8): (a) Exercise any of its rights and remedies with respect to all Performance Assurancethe Collateral Requirement, including any such rights and remedies under law Law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefitbenefit and retain any cash held by Buyer as Collateral Requirement; and (c) Liquidate all Performance Assurance Collateral Requirement then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE the Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security, Performance Assurance, all any other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 3.06 and 8.02 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCE, and Seller agrees to take such all action as SCE reasonably requires in order to perfect SCE’s 's Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default caused by Seller, or an occasion provided for in this Agreement where SCE is authorized to retain all or a portion of Sellerthe Development Security or Performance Assurance, SCE may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit; and (c) Liquidate all Development Security or Performance Assurance (as applicable) then held by or for the benefit of SCE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s 's obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE after such application), subject to SCE’s 's obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of the Development Security, Performance Security, any Performance Assurance, all other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 8.7 and 8.8 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEBuyer, and Seller agrees to take such all action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. thereof.‌‌ Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following:following (in each case subject to the final sentence of this Section 8.9): (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance AssuranceSecurity, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefitbenefit and retain any cash held by Buyer as Development Security or Performance Security; and (c) Liquidate all Development Security or Performance Assurance Security (as applicable) then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security (if applicable), Performance Assurance, all any other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 2 and 4 of this Exhibit F and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEBuyer, and Seller agrees to take such action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence of, and during the continuation of of, an Event of Default caused by Seller or an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE Buyer may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit; and (c) Liquidate all Development Security and Performance Assurance then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining shall remain liable for any amounts owing to SCE Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. Buyer may, in its sole discretion, draw all or any part of such amounts due to it from any form of security to the extent available, and from all such forms, and in any sequence Buyer may select; provided, however, that to the extent multiple instruments of credit support are provided by or on behalf of Seller, Buyer shall draw on each such instrument of credit support proportionately based on the maximum aggregate liability under each such instrument, such that, for the avoidance of doubt, Buyer must draw proportionately on all of such outstanding instruments in order to obtain its full claim for payment.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of the Development Security, Performance Security, any Performance Assurance, all other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 8.7 and 8.8 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEXxxxx, and Seller Xxxxxx agrees to take such all action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following:following (in each case subject to the final sentence of this Section 8.9): (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance AssuranceSecurity, including any such rights and remedies under law Law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefitbenefit and retain any cash held by Buyer as Development Security or Performance Security; and (c) Liquidate all Development Security or Performance Assurance Security (as applicable) then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. ‌ To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security, Performance Assurance, all any other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 3.06 and 8.02 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCE, and Seller agrees to take such all action as SCE reasonably requires in order to perfect SCE’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default caused by Seller, or an occasion provided for in this Agreement where SCE is authorized to retain all or a portion of Sellerthe Development Security or Performance Assurance, SCE may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit; and (c) Liquidate all Development Security or Performance Assurance (as applicable) then held by or for the benefit of SCE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE after such application), subject to SCE’s obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of the Development Security, Performance Security, any Performance Assurance, all other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 8.7 and 8.8 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEBuyer, and Seller agrees to take such all action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following:following (in each case subject to the final sentence of this Section 8.9): (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance AssuranceSecurity, including any such rights and remedies under law Law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefitbenefit and retain any cash held by Buyer as Development Security or Performance Security; and (c) Liquidate all Development Security or Performance Assurance Security (as applicable) then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of the Development Security, Performance Security, any Performance Assurance, all other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 8.7 and 8.8 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCEXxxxx, and Seller Xxxxxx agrees to take such all action as SCE Buyer reasonably requires in order to perfect SCEBuyer’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default of caused by Seller, SCE or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following:following (in each case subject to the final sentence of this Section 8.9):‌ (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance AssuranceSecurity, including any such rights and remedies under law Law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefitbenefit and retain any cash held by Buyer as Development Security or Performance Security; and (c) Liquidate all Development Security or Performance Assurance Security (as applicable) then held by or for the benefit of SCE Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE Buyer after such application), subject to SCEBuyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

First Priority Security Interest in Cash or Cash Equivalent Collateral. ‌ To secure its obligations under this Power Purchase Agreement, and until released as provided herein, Seller hereby grants to SCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right of setoff to net against), and assignment of any the Development Security, Performance Assurance, all any other cash collateral and cash equivalent collateral, if any, collateral posted pursuant to Sections 3.06 and 8.02 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of SCE, and Seller agrees to take such all action as SCE reasonably requires in order to perfect SCE’s Security Interest in, and lien on (and right of setoff to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default caused by Seller or Seller, an Early Termination Date caused by resulting from an Event of Default caused by Seller, or an occasion provided for in this Agreement where SCE is authorized to retain all or a portion of Sellerthe Development Security or Performance Assurance, SCE may do any one or more of the following: (a) Exercise any of its rights and remedies with respect to all the Development Security and Performance Assurance, including any such rights and remedies under law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefitbenefit and retain any cash held by SCE as Development Security or Performance Assurance; and (c) Liquidate all Development Security or Performance Assurance (as applicable) then held by or for the benefit of SCE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. SCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Power Purchase Agreement (Seller remaining remains liable for any amounts owing to SCE after such application), subject to SCE’s obligation to return any surplus proceeds remaining after such these obligations are satisfied in full.