Common use of Further Assurances, etc Clause in Contracts

Further Assurances, etc. The Company agrees that, from time to time, at the expense of the Company, the Company will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Trustee or any Secured Debt Representative may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral. Without limiting the generality of the foregoing, the Company will and will cause Calpine Gilroy to (a) if any Assigned Collateral shall become evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Trustee hereunder such promissory note or instrument, negotiable document or chattel paper duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Trustee; and (b) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Collateral Trustee or any Secured Debt Representative may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Trustee hereby. With respect to the foregoing and the grant of the security interest hereunder, the Company hereby authorizes the Collateral Trustee to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Assigned Collateral without the signature of the Company where permitted by law. A carbon, photographic or other reproduction of this Assignment Agreement or any financing statement covering the Assigned Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Company Each Pledgor agrees that, from time to timetime at its own expense, at the expense of the Company, the Company it will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that the Collateral Trustee or any Secured Debt Representative Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral. Without limiting the generality of the foregoing, the Company will and will cause Calpine Gilroy tosuch Pledgor will: (a) if any Assigned Collateral shall become evidenced by a promissory note or other instrumentfrom time to time upon the request of the Administrative Agent, negotiable document or chattel paper, promptly deliver and pledge to the Collateral Trustee hereunder Administrative Agent such promissory note or instrumentstock powers, negotiable document or chattel paper duly indorsed instruments and accompanied by duly executed instruments of transfer or assignmentsimilar documents, all reasonably satisfactory in form and substance reasonably satisfactory to the Administrative Agent, with respect to such Collateral Trustee; andas the Administrative Agent may reasonably request and will, from time to time upon the request of the Administrative Agent, after the occurrence and during the continuance of any Specified Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by the Administrative Agent; (b) execute file (and file hereby authorize the Administrative Agent to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices, notices as may be reasonably necessary or desirable, or as that the Collateral Trustee or any Secured Debt Representative Administrative Agent may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent hereby; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis (subject only to Permitted Liens), at the reasonable request of the Administrative Agent, all Equity Interests of each Subsidiary of each Pledgor constituting Collateral, all Distributions with respect thereto, and all Proceeds and rights from time to time received by or distributable to such Pledgor in respect of any of the foregoing Collateral; (d) furnish to the Administrative Agent, from time to time at the Administrative Agent’s request, statements and schedules further identifying and describing the Collateral Trustee herebyand such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail; and (e) do all things reasonably requested by the Administrative Agent in accordance with this Agreement in order to enable to Administrative Agent to have and maintain control over the Collateral. With respect to the foregoing and the grant of the security interest hereunder, the Company each Pledgor hereby authorizes the Collateral Trustee Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Assigned Collateral without the signature of the Company where permitted by lawCollateral. A Each Pledgor agrees that a carbon, photographic or other reproduction of this Assignment Agreement or any UCC financing statement covering the Assigned Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by lawLaw.

Further Assurances, etc. The Company Pledgor agrees that, from time to timetime at its own expense, at the expense of the Company, the Company it will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Trustee or any Secured Debt Representative Lender may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee Lender to exercise and enforce its rights and remedies hereunder with respect to any Assigned the Collateral. Without limiting the generality of the foregoing, the Company will and will cause Calpine Gilroy toPledgor will (a) if any Assigned Collateral shall become evidenced by a promissory note or other instrumentfrom time to time upon the request of the Lender, negotiable document or chattel paper, promptly deliver and pledge to the Collateral Trustee hereunder Lender such promissory note or instrumentstock powers, negotiable document or chattel paper duly indorsed instruments and accompanied by duly executed instruments of transfer or assignmentsimilar documents, all satisfactory in form and substance reasonably satisfactory to the Lender, with respect to the Collateral Trustee; andas the Lender may reasonably request and will, from time to time upon the request of the Lender after the occurrence and during the continuance of any Specified Event promptly transfer any securities constituting Collateral into the name of any nominee designated by the Lender; (b) execute and file (or cause to be filed) such financing statements or continuation statements, or amendments thereto, and such other instruments or noticesnotices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Trustee or any Secured Debt Representative Lender may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Lender hereby; (c) deliver to the Lender if required by the Credit Agreement and this Pledge Agreement and at all times thereafter keep pledged to the Lender pursuant hereto, on a first-priority, perfected basis, at the reasonable request of the Lender, all investment property constituting Collateral, all Dividends and Distributions with respect thereto, and all proceeds and rights from time to time received by or distributable to the Pledgor in respect of any of the foregoing Collateral Trustee hereby. (it being understood that prior to the occurrence of a Specified Event all Dividends and Distributions may be paid to the Pledgor in accordance with Section 2.4); and (d) furnish to the Lender, from time to time at the Lender’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Lender may reasonably request, all in reasonable detail; With respect to the foregoing and the grant of the security interest hereunder, the Company Pledgor hereby authorizes the Collateral Trustee Lender to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Assigned Collateral without the signature of the Company where permitted by lawCollateral. A The Pledgor agrees that a carbon, photographic or other reproduction of this Assignment Pledge Agreement or any financing statement covering the Assigned Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Notwithstanding any other provision of this agreement, the Pledgor is obligated to correct or supplement schedules and exhibits to this agreement as set forth in Section 5.9 of the Credit Agreement.

Further Assurances, etc. The Company Guarantor agrees that, from time to timetime at its own expense, at the expense of the Company, the Company it will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that the Collateral Trustee or any Secured Debt Representative Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral. Without limiting the generality of the foregoing, the Company will and will cause Calpine Gilroy toGuarantor will (a) if any Assigned Collateral shall become evidenced by a promissory note or other instrumentfrom time to time upon the request of the Administrative Agent, negotiable document or chattel paper, promptly deliver and pledge to the Collateral Trustee hereunder Administrative Agent such promissory note or instrumentstock powers, negotiable document or chattel paper duly indorsed instruments and accompanied by duly executed instruments of transfer or assignmentsimilar documents, all reasonably satisfactory in form and substance reasonably satisfactory to the Administrative Agent, with respect to such Collateral Trustee; andas the Administrative Agent may reasonably request and will, from time to time upon the request of the Administrative Agent after the occurrence and during the continuance of any Event of Default promptly transfer any securities constituting Collateral into the name of any nominee designated by the Administrative Agent; (b) execute and file (or cause to be filed) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or notices as the Collateral Trustee or any Secured Debt Representative Administrative Agent may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Trustee Administrative Agent hereby; and (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority (subject to Inchoate Liens), perfected basis, at the reasonable request of the Administrative Agent, all Capital Securities of the Borrower constituting Collateral, and, following an Event of Default, all Dividends and Distributions with respect thereto and all proceeds and rights from time to time received by or distributable to the Guarantor in respect of any of the foregoing Collateral. With respect to the foregoing and the grant of the security interest hereunder, the Company Guarantor hereby authorizes the Collateral Trustee Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Assigned Collateral without the signature of the Company where permitted by lawCollateral. A The Guarantor agrees that a carbon, photographic or other reproduction of this Assignment Agreement or any financing statement covering the Assigned Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Company Each Grantor shall warrant and defend the right, title and interest herein granted unto the Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to timetime at its own expense, at the expense of the Company, the Company it will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Trustee or any Secured Debt Representative Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Credit Documents. Without limiting the generality of the foregoing, the Company will and will cause Calpine Gilroy toeach Grantor will: (a) from time to time upon the request of the Administrative Agent, promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the Administrative Agent, with respect to such Collateral as the Administrative Agent may reasonably request and will, from time to time upon the request of the Administrative Agent, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by the Administrative Agent; if any Assigned Collateral shall become be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Trustee Administrative Agent hereunder such promissory note or instrumentInstrument, negotiable document Document, Promissory Note, Pledged Note or chattel paper tangible Chattel Paper duly indorsed endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Trustee; andAdministrative Agent; (b) execute file (and hereby authorizes the Administrative Agent to file after delivery of a copy thereof to such financing Grantor) such filing statements or continuation statements, or amendments thereto, and such other instruments or noticesnotices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Trustee or any Secured Debt Representative Administrative Agent may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Trustee Administrative Agent hereby. With The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of the Administrative Agent, all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to the Administrative Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing and Collateral; (d) not take or omit to take any action the grant taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Administrative Agent indicating that the Administrative Agent has a security interest hereunderin such Chattel Paper; (f) furnish to the Administrative Agent, from time to time at the Company hereby authorizes Administrative Agent’s request, statements and schedules further identifying and describing the Collateral Trustee and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail; and (g) do all things reasonably requested by the Administrative Agent in accordance with this Security Agreement in order to file one or more financing or continuation statementsenable the Administrative Agent to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and amendments thereto, relative to all or any part of the Assigned Collateral without the signature of the Company where permitted by lawElectronic Chattel Paper. A Each Grantor agrees that a carbon, photographic or other reproduction of this Assignment Security Agreement or any UCC financing statement covering the Assigned Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets”, “all assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Company Each Grantor will warrant and defend the security interest herein granted unto the Collateral Agent, for its benefit and the ratable benefit of each Note Holder, by such Grantor in and to the Collateral (and all right, title and interest represented by such Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to timetime at its own expense, at the expense of the Company, the Company it will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Trustee or any Secured Debt Representative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee Agent to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral. Without limiting the generality of the foregoing, each Grantor, provided that no Grantor shall be required to execute or deliver any account agreement, account control agreement or similar agreement with respect to any deposit account, interest account or securities or investment account unless and until there shall have occurred the Company will and will cause Calpine Gilroy toDischarge of the First-Lien Obligations (as such term is defined in the Intercreditor Agreement), exclusive of any Discharge of the First-Lien Obligations occurring solely as a result of the Refinance thereof (as such term is defined in the Intercreditor Agreement): (a) will from time to time upon the reasonable request of the Collateral Agent, promptly deliver to the Collateral Agent such stock powers, instruments and similar documents, satisfactory in form and substance to the Collateral Agent, with respect to such Collateral as the Collateral Agent may reasonably request and will, from time to time upon the request of the Collateral Agent after the occurrence and during the continuance of any Event of Default promptly transfer any Capital Securities constituting Collateral into the name of any nominee designated by the Collateral Agent for the ratable benefit of the Note Holders; if any Assigned Collateral Receivable having an outstanding principal balance of more than $200,000 shall become be evidenced by a promissory note or other an instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Trustee Agent hereunder such promissory note or instrument, negotiable document or chattel paper duly indorsed endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent; andprovided, however, that no such delivery or transfer obligations set forth in this subsection (a) shall apply unless and until there shall have occurred the Discharge of the First-Lien Obligations (as such term is defined in the Intercreditor Agreement), exclusive of any Discharge of the First-Lien Obligations occurring solely as a result of the Refinance thereof (as such term is defined in the Intercreditor Agreement); (b) will execute and file (or caused to be filed) such financing statements or continuation statements, or amendments thereto, and such other instruments or noticesnotices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated trader or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Trustee or any Secured Debt Representative Agent may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Trustee Agent or the other Note Holders hereby. With respect to the foregoing and the grant of the security interest hereunder, the Company ; (c) hereby authorizes the Collateral Trustee Agent to (i) file one or more such financing or continuation statements, statements and other documents without its signature (to the extent allowed by applicable law) and (ii) indicate the Collateral on any financing statements and amendments theretothereto as (A) all assets of such Grantor or words of similar import, relative to all or regardless of whether any part particular asset comprised in the Collateral falls within the scope of Article 9 of the Assigned Collateral without UCC, or (B) being of an equal or lesser scope or with greater detail; (d) shall not enter into any agreement amending, supplementing or waiving any provision of any Intercompany Note (including any underlying instrument pursuant to which such Intercompany Note is issued), that compromises, releases or extends the signature time for payment of any obligation of the Company where permitted by law. A carbon, photographic maker thereof; (e) shall not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Intercompany Note or other reproduction instrument constituting Collateral; (f) will furnish to the Collateral Agent, from time to time as the Collateral Agent may reasonably request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (g) shall not change its state of this Assignment Agreement organization or incorporation or its name, identity or organizational structure such that any financing statement covering filed to perfect the Assigned Collateral Agent’s interests under this Security Agreement would become seriously misleading, unless such Grantor shall have given the Collateral Agent not less than 30 days’ prior notice of such change (provided that this Section 4.7(g) shall not be deemed to authorize any change or any part thereof transaction prohibited under the Indenture); and (h) following the occurrence and during the continuance of an Event of Default, each Grantor shall be sufficient furnish to the Collateral Agent, from time to time as the Collateral Agent may reasonably request, statements and schedules identifying and describing all federal, state or local government contracts to which each Grantor is a financing statement where permitted by lawparty.

Further Assurances, etc. The Company Grantor shall warrant and defend the right and title herein granted unto the Collateral Trustee in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. The Grantor agrees that, from time to timetime at its own expense, at the expense of the Company, the Company it will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Trustee or any Secured Debt Representative may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral. The Grantor agrees that, upon the acquisition after the date hereof by the Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Note Documents. Without limiting the generality of the foregoing, the Company will and will cause Calpine Gilroy toGrantor will: (a) if any Assigned Collateral shall become evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Trustee hereunder such promissory note or instrument, negotiable document or chattel paper duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Trustee; and(reserved); (b) execute file (and file such financing the Grantor hereby authorizes the Collateral Trustee and its designees to file) the Filing Statement or continuation statements, or amendments thereto, and such other instruments or noticesnotices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Trustee or any Secured Debt Representative may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Trustee hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date; (c) deliver to the Collateral Trustee all Proceeds and rights from time to time received by or distributable to the Grantor in respect of any of the Collateral; (d) (reserved); (e) (reserved); and (f) furnish to the Collateral Trustee, from time to time at the Collateral Trustee’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Trustee may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Company Grantor hereby authorizes the Collateral Trustee to file one or more financing or continuation statements, and any amendments thereto, relative and other similar documents necessary or desirable in the opinion of the Collateral Trustee to all perfect or maintain the perfection of the Collateral Trustee’s or any part Secured Party’s security interest in the Collateral or any portion thereof, in each of the Assigned Collateral foregoing cases, without the signature and without further authorization of the Company where permitted by lawGrantor. A The Grantor agrees that a carbon, photographic or other reproduction of this Assignment Security Agreement or any UCC financing statement covering the Assigned Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. The Grantor hereby authorizes the Collateral Trustee to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Company Each Grantor shall warrant and defend the right and title herein granted unto the Collateral Trustee in and to the Collateral (and any right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to timetime at its own expense, at the expense of the Company, the Company it will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Trustee or any Secured Debt Representative may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral. No Grantor shall enter into any amendment or supplement to, or modification or waiver of, any term or provision of any Organic Document of such Grantor or a Pledged Interests Issuer, which could reasonably be expected to be materially adverse to the interests of the Collateral Trustee and the other Secured Parties. Each Grantor shall provide, or cause the applicable Pledged Interests Issuer to provide, the Collateral Trustee with a copy of any amendment or supplement to, or modification or waiver of, any term or provision of any of Organic Document of any Pledged Interests Issuer. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Note Documents. Without limiting the generality of the foregoing, the Company will and will cause Calpine Gilroy toeach Grantor will: (a) subject to the terms of the Intercreditor Agreement, from time to time upon the request of the Collateral Trustee, promptly deliver to the Collateral Trustee such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the Collateral Trustee, with respect to such Collateral as the Collateral Trustee may reasonably request and will, from time to time upon the request of the Collateral Trustee, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by the Collateral Trustee; if any Assigned Collateral shall become be evidenced by a an Instrument, negotiable Document, promissory note or other instrument, negotiable document or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Trustee hereunder such promissory note or instrumentInstrument, negotiable document Document, promissory note, Pledged Note or chattel paper tangible Chattel Paper duly indorsed endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Trustee; and; (b) execute file (and file each Grantor hereby authorizes the Collateral Trustee and each designee thereof to file) such financing Filing Statements or continuation statements, or amendments theretothereto (which, in each case, may describe the collateral covered thereby as “all assets” or words of similar import), and such other instruments or noticesnotices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Trustee or any Secured Debt Representative may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Trustee hereby. With respect hereby (with the authorization contained in this Section 4.12 being irrevocable and continuing until the Termination Date); (c) deliver to the foregoing and the grant of the security interest hereunder, the Company hereby authorizes the Collateral Trustee and at all times keep pledged to file one or more financing or continuation statementsthe Collateral Trustee pursuant hereto, on a second priority, perfected basis (except for Permitted Liens), at the request of the Collateral Trustee, all Investment Property constituting Collateral, all Distributions with respect thereto, and amendments theretoall interest and principal with respect to promissory notes, relative and all Proceeds and rights from time to all time received by or distributable to such Grantor in respect of any part of the Assigned Collateral without the signature of the Company where permitted by law. A carbon, photographic or other reproduction of this Assignment Agreement or any financing statement covering the Assigned Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.foregoing Collateral;

Further Assurances, etc. The Company Each Grantor shall warrant and defend the right, title and interest herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to timetime at its own expense, at the expense of the Company, the Company it will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Trustee or any Secured Debt Representative Agent may reasonably request, in order to perfect, preserve and protect any the security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Trustee Agent to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, the Company will and will cause Calpine Gilroy toeach Grantor will: (a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), promptly deliver to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), with respect to such Collateral as such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent); if any Assigned Collateral shall become be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Trustee hereunder Agent) such promissory note or instrumentInstrument, negotiable document Document, Promissory Note, Pledged Note or chattel paper tangible Chattel Paper duly indorsed endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Trustee; andAgent); (b) execute file (and hereby authorizes the Collateral Agent to file after delivery of a copy thereof to such financing Grantor) such filing statements or continuation statements, or amendments thereto, and such other instruments or noticesnotices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Trustee or any Secured Debt Representative Agent may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Trustee Agent hereby. With The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date; (c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing and Collateral; (d) not take or omit to take any action the grant taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest hereunderin such Chattel Paper; (f) furnish to the Collateral Agent, from time to time at the Collateral Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and (g) do all things reasonably requested by a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Company hereby authorizes Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Trustee Agent) to file one or more financing or continuation statementshave and maintain control over the Collateral consisting of Investment Property, and amendments theretoDeposit Accounts, relative to all or any part of the Assigned Collateral without the signature of the Company where permitted by law. A carbon, photographic or other reproduction of this Assignment Agreement or any financing statement covering the Assigned Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.Letter-of-Credit-Rights and

Further Assurances, etc. The Company Borrower agrees that, from time to timetime at its own expense, at the expense of the Company, the Company it will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Trustee or any Secured Debt Representative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee Agent to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral. Without limiting the generality of the foregoing, the Company will and will cause Calpine Gilroy toBorrower will (a) if any Assigned from time to time, upon the request of the Collateral shall become evidenced by a promissory note or other instrumentAgent, negotiable document or chattel paper, promptly deliver and pledge to the Collateral Trustee hereunder Agent such promissory note or instrumentstock powers, negotiable document or chattel paper duly indorsed instruments and accompanied by duly executed instruments of transfer or assignmentsimilar documents, all satisfactory in form and substance reasonably satisfactory to the Collateral Trustee; andAgent, with respect to such Collateral as the Collateral Agent may reasonably request and will, from time to time upon the request of the Collateral Agent after the occurrence and during the continuance of any Specified Event promptly transfer any securities constituting Collateral into the name of any nominee designated by the Collateral Agent; (b) execute and file (or cause to be filed) such documents (including financing or and continuation statements), or amendments thereto, and such other instruments or notices, notices as may be necessary or desirable, or as that the Collateral Trustee or any Secured Debt Representative Agent may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Trustee Agent hereby; (c) deliver to the Collateral Agent and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis, all Collateral consisting of Certificated Securities and following the occurrence and during the continuance of a Specified Event, all Dividends and Distributions with respect to all Collateral consisting of Capital Stock, and all Proceeds and rights from time to time received by or distributable to the Borrower in respect of any of the Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any Capital Stock constituting Collateral; and (e) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Company Borrower hereby authorizes the Collateral Trustee Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Assigned Collateral without the signature of the Company Borrower where permitted by law. A The Borrower agrees that a carbon, photographic or other reproduction of this Assignment Agreement or any financing statement covering the Assigned Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Company Grantor warrants and shall defend the right and title herein granted unto the Lender in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all persons whomsoever, subject to Permitted Liens. Grantor agrees that, from time to timetime at its own expense, at the expense of the Company, the Company it will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Trustee or any Secured Debt Representative Lender may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee Lender to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral subject to the terms hereof. Grantor agrees that, upon the acquisition after the date hereof by Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Credit Documents. Without limiting the generality of the foregoing, the Company will and will cause Calpine Gilroy toGrantor will: (a) if any Assigned Collateral shall become be evidenced by a an Instrument, negotiable Document, promissory note or other instrument, negotiable document or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Trustee Lender hereunder such promissory note or instrumentInstrument, negotiable document Document, promissory note, Pledged Note or chattel paper tangible Chattel Paper duly indorsed endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Trustee; andLender; (b) execute file (and file hereby authorize the Lender to file) such financing filing statements or continuation statements, or amendments thereto, and such other instruments or noticesnotices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Trustee or any Secured Debt Representative Lender may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Trustee Lender hereby. With The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date; (c) deliver to the Lender and at all times keep pledged to the Lender pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of the Lender, all Investment Property constituting Collateral, all Distributions permitted by the Loan Agreement with respect thereto and all interest and principal with respect to promissory notes, and all Proceeds and rights from time to time received by or distributable to Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Lender indicating that the Lender has a security interest in such Chattel Paper; (f) furnish to the Lender, from time to time at the Lender’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Lender may reasonably request, all in reasonable detail; and (g) do all things reasonably requested by the Lender in accordance with this Security Agreement and the grant of Loan Agreement in order to enable the security interest hereunder, the Company hereby authorizes Lender to have and maintain control over the Collateral Trustee to file one or more financing or continuation statementsconsisting of Investment Property, Deposit Accounts, Letter of Credit Rights and amendments thereto, relative to all or any part of the Assigned Collateral without the signature of the Company where permitted by lawElectronic Chattel Paper. A Grantor agrees that a carbon, photographic or other reproduction of this Assignment Security Agreement or any UCC financing statement covering the Assigned Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Grantor hereby authorizes the Lender to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Company Each Pledgor agrees that, from time to timetime at its own expense, at the expense of the Company, the Company it will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that the Collateral Trustee or any Secured Debt Representative Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral. Without limiting the generality of the foregoing, the Company will and will cause Calpine Gilroy tosuch Pledgor will: (a) if any Assigned Collateral shall become evidenced by a promissory note or other instrumentfrom time to time upon the request of the Administrative Agent, negotiable document or chattel paper, promptly deliver and pledge to the Collateral Trustee hereunder Administrative Agent such promissory note or instrumentstock powers, negotiable document or chattel paper duly indorsed instruments and accompanied by duly executed instruments of transfer or assignmentsimilar documents, all reasonably satisfactory in form and substance reasonably satisfactory to the Administrative Agent, with respect to such Collateral Trustee; andas the Administrative Agent may reasonably request and will, from time to time upon the request of the Administrative Agent, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by the Administrative Agent; (b) execute file (and file hereby authorize the Administrative Agent to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices, notices as may be reasonably necessary or desirable, or as that the Collateral Trustee or any Secured Debt Representative Administrative Agent may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent hereby; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis (subject only to Permitted Liens), at the reasonable request of the Administrative Agent, all Equity Interests of each Subsidiary of each Pledgor constituting Collateral, all Distributions with respect thereto, and all Proceeds and rights from time to time received by or distributable to such Pledgor in respect of any of the foregoing Collateral; (d) furnish to the Administrative Agent, from time to time [, but no more than three times per year,] at the Administrative Agent’s request, statements and schedules further identifying and describing the Collateral Trustee herebyand such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail; and (e) do all things reasonably requested by the Administrative Agent in accordance with this Agreement in order to enable to Administrative Agent to have and maintain control over the Collateral. With respect to the foregoing and the grant of the security interest hereunder, the Company each Pledgor hereby authorizes the Collateral Trustee Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Assigned Collateral without the signature of the Company where permitted by lawCollateral. A Each Pledgor agrees that a carbon, photographic or other reproduction of this Assignment Agreement or any UCC financing statement covering the Assigned Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by lawLaw.

Further Assurances, etc. The Company Debtor agrees that, from time to timetime at its own expense, at the expense of the Company, the Company it will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Trustee or any Secured Debt Representative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee Agent to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral. Without limiting the generality of the foregoing, the Company will and will cause Calpine Gilroy toDebtor will: (a) if any Assigned Collateral shall become evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge from time to time upon the request of the Collateral Trustee hereunder such promissory note or instrument, negotiable document or chattel paper duly indorsed Agent after the occurrence and accompanied by duly executed instruments during the continuance of any Specified Event of Default promptly transfer or assignment, all in form and substance reasonably satisfactory to any securities constituting Collateral into the name of the Collateral Trustee; andAgent (or any nominee designated by the Collateral Agent); (b) execute and file (or cause to be filed) such financing statements or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as that the Collateral Trustee or any Secured Debt Representative Agent may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Trustee Agent hereby. With ; (c) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of the rights of the Debtor in respect of the Collateral; and (d) furnish to the foregoing Collateral Agent, from time to time at the Collateral Agent’s request, statements and schedules further identifying and describing the grant of Collateral and such other reports in connection with the security interest hereunderCollateral as the Collateral Agent may reasonably request, the Company all in reasonable detail. The Debtor hereby authorizes the Collateral Trustee Agent to file (without the signature of the Debtor) one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Assigned Collateral without the signature of the Company where permitted by lawCollateral. A The Debtor agrees that an electronic copy or a carbon, photographic or other reproduction of this Assignment Agreement or any financing statement covering the Assigned Collateral or any part thereof shall be sufficient as a financing statement where permitted by lawstatement.

Further Assurances, etc. The Company Each Pledgor agrees that, from time to timetime at its own expense, at the expense of the Company, the Company it will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that the Collateral Trustee or any Secured Debt Representative Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral. Without limiting the generality of the foregoing, the Company will and will cause Calpine Gilroy tosuch Pledgor will: (a) if any Assigned Collateral shall become evidenced by a promissory note or other instrumentfrom time to time upon the request of the Administrative Agent, negotiable document or chattel paper, promptly deliver and pledge to the Collateral Trustee hereunder Administrative Agent such promissory note or instrumentstock powers, negotiable document or chattel paper duly indorsed instruments and accompanied by duly executed instruments of transfer or assignmentsimilar documents, all reasonably satisfactory in form and substance reasonably satisfactory to the Administrative Agent, with respect to such Collateral Trustee; andas the Administrative Agent may reasonably request and will, from time to time upon the request of the Administrative Agent, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by the Administrative Agent; (b) execute file (and file hereby authorize the Administrative Agent to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices, notices as may be reasonably necessary or desirable, or as that the Collateral Trustee or any Secured Debt Representative Administrative Agent may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent hereby; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis (subject only to Permitted Liens), at the reasonable request of the Administrative Agent, all Equity Interests of each Subsidiary of each Pledgor constituting Collateral, all Distributions with respect thereto, and all Proceeds and rights from time to time received by or distributable to such Pledgor in respect of any of the foregoing Collateral; (d) furnish to the Administrative Agent, from time to time, but no more than three times per year, at the Administrative Agent’s request, statements and schedules further identifying and describing the Collateral Trustee herebyand such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail; and (e) do all things reasonably requested by the Administrative Agent in accordance with this Agreement in order to enable to Administrative Agent to have and maintain control over the Collateral. With respect to the foregoing and the grant of the security interest hereunder, the Company each Pledgor hereby authorizes the Collateral Trustee Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Assigned Collateral without the signature of the Company where permitted by lawCollateral. A Each Pledgor agrees that a carbon, photographic or other reproduction of this Assignment Agreement or any UCC financing statement covering the Assigned Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by lawLaw.