Common use of Grant of Security Interest/Remedies Clause in Contracts

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of Default, an Early Termination Date 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: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicable, including any such rights and remedies under Law then in effect; (b) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, BuyerXxxxx. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller Xxxxxx agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. (a) To secure its obligations under this Agreement Agreement, and to the extent Seller delivers the Collateral Requirement, until released as applicable, hereunderprovided herein, Seller hereby grants to Buyer, as the secured party, Buyer a first priority present and continuing security interest in, and lien on (and right of setoff against), and collateral assignment of, the Performance Assurance and all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, such Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller and each Party agrees to take such action as Buyer the other Party reasonably requires in order to perfect a Buyer’s first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer Date, Buyer, if it is authorized to retain all or a portion of the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party Buyer with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller the Defaulting Party in the possession of the Buyer Non-Defaulting Party or Buyer’s its agent; (ciii) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement all Performance Assurance then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Sellerthe Defaulting Party, including any equity or right of purchase or redemption by Sellerthe Defaulting Party. In such an event Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to Agreement, the extent Seller delivers the Collateral Requirement, as applicable, hereunder, Seller XXXX Supplier hereby grants to Buyerthe Companies a present and continuing security interest in, and lien on (and right of setoff against), its right, title and interest, whether now owned or hereafter acquired or arising, in (i) all deposit accounts in the name of any Company or partially in the name of any Company or held for the benefit of any Company and all funds credited to any and all of the foregoing, (ii) all securities, instruments (including promissory notes), money (each of the foregoing terms as defined in the secured partyUCC), a cash and other tangible property delivered to and held by any Company (or its agents or custodians) and (iii) all proceeds (as defined in the UCC) of any and all of the foregoing. The XXXX Supplier agrees to take such action as reasonably required to create and perfect the Companies' first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or at any time after the occurrence or deemed occurrence and during the continuation of an Event of Default, Default where the XXXX Supplier is the Defaulting Party or an Early Termination Date (whether or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of not such XXXX Supplier was the Collateral RequirementDefaulting Party), Buyer the Companies may do any one or more of the followingfollowing in any order: (ai) exercise any of the rights and remedies of a secured party the Companies, including the right to set-off and liquidation, against any and all Margin Collateral or other collateral of such XXXX Supplier in the possession of the Companies, whether held in connection with respect to the Collateral Requirement, as applicablethis Agreement or any Other XXXX Supply Agreement, including any such rights and remedies under Law law then in effect; (b) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then held by or for the benefit of Buyer , free from any claim or right of any nature whatsoever of Seller, including such XXXX Supplier; (ii) draw on any equity outstanding Letter of Credit provided by such XXXX Supplier and (iii) exercise any and all rights remedies available to it under and against any First Mortgage Bonds delivered or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied pledged in full.accordance with Section

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon- Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, BuyerXxxxx. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller Xxxxxx agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining remains liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement Agreement, and to the extent Seller delivers the Collateral Requirement, until released as applicable, hereunderprovided herein, Seller hereby grants to Buyer, as the secured party, Buyer a first priority present and continuing security interest in, and lien on (and right of setoff against), and collateral assignment of, the Performance Assurance and all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, such Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller and each Party agrees to take such action as Buyer the other Party reasonably requires in order to perfect a Buyer’s first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer Date, Buyer, if it is authorized to retain all or a portion of the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party Buyer with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller the Defaulting Party in the possession of the Buyer Non-Defaulting Party or Buyer’s its agent; (ciii) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement all Performance Assurance then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Sellerthe Defaulting Party, including any equity or right of purchase or redemption by Sellerthe Defaulting Party. In such an event Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, Buyer a present and continuing first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller and each Party agrees to take such action as Buyer the other Party reasonably requires in order to perfect a the Buyer’s first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence and during the continuation of an Event of Default, Default by Seller or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or as a portion of the Collateral Requirementresult thereof, Buyer may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under Law then in effect; (bii) exercise its rights of setoff against such collateral and any and all property of Seller in proceeds resulting therefrom or from the possession of the Buyer or Buyer’s agentliquidation thereof; (ciii) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement all or any portion of any Performance Assurance then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. Performance Assurance.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, hereunderPerformance Assurance, Seller hereby grants to Buyer, as the secured party, PGE a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementPGE, and Seller agrees to take such action as Buyer PGE reasonably requires in order to perfect a PGE’s first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or at any time after the occurrence and during the continuation of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of affecting the Collateral RequirementSeller, Buyer PGE may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under Law then in effect; (bii) exercise its rights of setoff against any and all property of the Seller in the possession of the Buyer PGE or Buyer’s its agent; (ciii) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement all Performance Assurance then held by or for the benefit of Buyer PGE free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer PGE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining liable for any amounts owing to Buyer PGE after such application), subject to the BuyerPGE’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-first- priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-RSCP Supplier posted Margin/collateral hereunder, Seller the BGS-RSCP Supplier hereby grants to Buyer, as the secured party, Company a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of Company, and the Collateral Requirement, Seller agrees BGS-RSCP Supplier and the Company agree to take such action as Buyer is reasonably requires in order required to perfect a first-the secured Party’s first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, the Collateral Requirement, Buyer Company may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party the Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller the BGS-RSCP Supplier in the possession of the Buyer Company whether held in connection with this Agreement or Buyer’s agentany other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply; (ciii) draw on any outstanding Letter letter of Credit credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement then all security held by or for the benefit of Buyer the Company free from any claim or right of any nature whatsoever of Sellerthe BGS-RSCP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-RSCP Supplier. Buyer The Company shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-RSCP Supplier’s obligations obligation under this Agreement or any other agreement(s) between the Agreement Company and the BGS-RSCP Supplier for the provision of BGS Supply (Seller the BGS-RSCP Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or electronic transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to a BGS-RSCP Supplier: Notification information for each BGS-RSCP Supplier is set forth on Appendix A hereto. If to the Company to: Copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day.

Grant of Security Interest/Remedies. ‌ To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-RSCP Supplier posted Margin/collateral hereunder, Seller the BGS-RSCP Supplier hereby grants to Buyer, as the secured party, Company a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of Company, and the Collateral Requirement, Seller agrees BGS-RSCP Supplier and the Company agree to take such action as Buyer is reasonably requires in order required to perfect a first-the secured Party’s first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, the Collateral Requirement, Buyer Company may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party the Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller the BGS-RSCP Supplier in the possession of the Buyer Company whether held in connection with this Agreement or Buyer’s agentany other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply; (ciii) draw on any outstanding Letter letter of Credit credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement then all security held by or for the benefit of Buyer the Company free from any claim or right of any nature whatsoever of Sellerthe BGS-RSCP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-RSCP Supplier. Buyer The Company shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-RSCP Supplier’s obligations obligation under this Agreement or any other agreement(s) between the Agreement Company and the BGS-RSCP Supplier for the provision of BGS Supply (Seller the BGS-RSCP Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or electronic transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to a BGS-RSCP Supplier: Notification information for each BGS-RSCP Supplier is set forth on Appendix A hereto. If to the Company to: Copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under Law law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by the Seller. The Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, Buyer a present and continuing first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller and each Party agrees to take such action as Buyer the other Party reasonably requires in order to perfect a the Buyer’s first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence and during the continuation of an Event of Default, Default by Seller or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or as a portion of the Collateral Requirementresult thereof, Buyer may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under Law then in effect; (bii) exercise its rights of setoff against such collateral and any and all property of Seller in proceeds resulting therefrom or from the possession of the Buyer or Buyer’s agentliquidation thereof; (ciii) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement all or any portion of any Performance Assurance then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.full.‌

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, BuyerXxxxx. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, hereunderAgreement, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security, Delivery Term Security, or Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security, Delivery Term Security, or Term Security,as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security, Delivery Term Security, or Term Security,as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security, Delivery Term Security, or Term Security,as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-first- priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon- Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS- RSCP Supplier posted Margin/collateral hereunder, Seller the BGS-RSCP Supplier hereby grants to Buyer, as the secured party, Company a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of Company, and the Collateral Requirement, Seller agrees BGS-RSCP Supplier and the Company agree to take such action as Buyer is reasonably requires in order required to perfect a first-the secured Party’s first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, the Collateral Requirement, Buyer Company may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party the Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller the BGS-RSCP Supplier in the possession of the Buyer Company whether held in connection with this Agreement or Buyer’s agentany other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply; (ciii) draw on any outstanding Letter letter of Credit credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement then all security held by or for the benefit of Buyer the Company free from any claim or right of any nature whatsoever of Sellerthe BGS-RSCP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-RSCP Supplier. Buyer The Company shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-RSCP Supplier’s obligations obligation under this Agreement or any other agreement(s) between the Agreement Company and the BGS-RSCP Supplier for the provision of BGS Supply (Seller the BGS-RSCP Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to a BGS-RSCP Supplier: Notification information for each BGS-RSCP Supplier is set forth on Appendix A hereto. If to the Company to: Copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-FP Supplier delivered Margin or collateral hereunder, Seller the BGS-FP Supplier hereby grants to Buyer, as the secured party, Companies a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyerthe Companies, and in all amounts owed to the BGS-FP Supplier by the Companies under or in connection with any BGS Supply agreement. Within thirty (30) days of the delivery of the Collateral Requirement, Seller The BGS-FP Supplier agrees to take such action as Buyer reasonably requires in order required to perfect in favor of the Companies a first-first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of DefaultDefault caused by the BGS-FP Supplier, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Collateral Requirement, Buyer Companies may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party the Companies with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its their rights of setoff against any and all property of Seller the BGS-FP Supplier in the possession of the Buyer Companies whether held in connection with this Agreement or Buyer’s agentany other agreement(s) between a Company and the BGS-FP Supplier for the provision of BGS Supply; (ciii) draw on any outstanding Letter letter of Credit credit issued for its benefit or retain any cash depositthe Companies’ benefit; and (div) liquidate the Collateral Requirement then all security held by or for the benefit of Buyer a Company free from any claim or right of any nature whatsoever of Sellerthe BGS-FP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-FP Supplier. Buyer The Companies shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-FP Supplier’s obligations obligation under this Agreement or any other agreement(s) between a Company and the Agreement BGS-FP Supplier for the provision of BGS Supply (Seller the BGS-FP Supplier remaining liable for any amounts owing to Buyer the Companies after such application), subject to the Buyer’s Companies’ obligation to the return of any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to the BGS-FP Supplier: Notification information for each BGS-FP Supplier is set forth on Appendix A hereto. If to the Companies, to: With a copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided, however, that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers either or both Parties deliver Performance Assurance in the Collateral Requirementform of cash or other collateral (excluding, as applicablefor the avoidance of doubt, a letter of credit or a guaranty) hereunder, Seller the Posting Party hereby grants to Buyer, as the secured party, Secured Party a first priority present and continuing security interest in, and lien on (and right of setoff against), and collateral assignment of, all such Collateral Requirement posted with Buyer in the form of cash Performance Assurance or Letter of Credit and any other collateral or security transferred pursuant to this Agreement and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, Buyer. Within thirty (30) days of the delivery of the Collateral Requirementsuch Secured Party, Seller and each Party agrees to take such action promptly as Buyer the other Party reasonably requires in order to perfect a fully the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance or other collateral or security and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence designation or deemed designation of an Event of Default, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized Date, the Performing Party may from time to retain all or a portion of the Collateral Requirement, Buyer may time do any one or more of the following: (a) exercise any of the rights and remedies of a secured party Secured Party with respect to all Performance Assurance or other collateral or security posted by the Collateral Requirement, as applicableDefaulting Party, including any such rights and remedies under Law law then in effect; (b) exercise its rights of setoff against any and all property of Seller the Defaulting Party in the possession of the Buyer Performing Party or Buyer’s its agent; (c) draw on any outstanding Letter letter of Credit credit issued for its the Performing Party’s benefit or retain any cash depositon behalf of the Defaulting Party; and (d) liquidate all Performance Assurance, collateral or other security posted by the Collateral Requirement Defaulting Party and then held by or for the benefit of Buyer the Secured Party free from any claim or right of any nature whatsoever of Sellerthe Defaulting Party, including any equity or right of purchase or redemption by Sellerthe Defaulting Party. Buyer The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe Posting Party’s obligations under the this Agreement (Seller the Posting Party remaining liable for any amounts owing to Buyer the Secured Party after such application), subject to the BuyerSecured Party’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. Upon or at any time after the designation or deemed designation of an Early Termination Date, the Defaulting Party must return all Performance Assurance transferred to it pursuant to this Agreement and all proceeds resulting therefrom or the liquidation thereof. To the extent that Performance Assurance is not so returned, the Performing Party may: (a) exercise any of the rights and remedies available to a pledgor under Applicable Law with respect to Performance Assurance, collateral or other security posted by the Defaulting Party and held by the Secured Party; (b) exercise any other rights and remedies available under the terms (if any) of the applicable Performance Assurance, collateral or other security; (c) exercise its rights of setoff against the Termination Payment; and (d) to the extent that the Performing Party does not setoff under (c) above, withhold payment of any remaining amounts payable by the Performing Party under this Agreement, up to the value of any remaining Performance Assurance, collateral or other security held by the Defaulting Party, until that Performance Assurance is returned to the Performing Party.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, Buyer a present and continuing first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller and each Party agrees to take such action as Buyer the other Party reasonably requires in order to perfect a the Buyer’s first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence and during the continuation of an Event of Default, Default by Seller or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or as a portion of the Collateral Requirementresult thereof, Buyer may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under Law then in effect; (bii) exercise its rights of setoff against such collateral and any and all property of Seller in proceeds resulting therefrom or from the possession of the Buyer or Buyer’s agentliquidation thereof; (ciii) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement all or any portion of any Performance Assurance then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of the Performance Assurance or other collateral posted by Seller or its Affiliates with Buyer under another agreement, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as Buyer (the secured party, “Secured Party”) a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirementsuch Secured Party, Seller and each Party agrees to take such action as Buyer the other Party reasonably requires in order to perfect a the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, the Collateral Requirement, Buyer Non-Defaulting Party may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party Secured Party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller the Defaulting Party in the possession of the Buyer Non-Defaulting Party or Buyer’s its agent; (ciii) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable then held by or for the benefit of Buyer the Secured Party free from any claim or right of any nature whatsoever of Sellerthe Defaulting Party, including any equity or right of purchase or redemption by Sellerthe Defaulting Party. Buyer The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe Pledgor’s obligations under the Agreement (Seller the Pledgor remaining liable for any amounts owing to Buyer the Secured Party after such application), subject to the BuyerSecured Party’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.. If the Parties elect as being applicable on the Cover Sheet, the following new Section 8.4 shall be added to the Agreement:

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security, Delivery Term Security, or Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security, Delivery Term Security, or Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security, Delivery Term Security, or Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security, Delivery Term Security, or Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, BuyerXxxxx. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller Xxxxxx agrees to take such action as Buyer reasonably requires in order to perfect a first-first- priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon- Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement and any and all proceeds resulting therefrom or from the liquidation thereofinterest. Upon or any time after the occurrence of an Event of Default, an Early Termination Date 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: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicable, including any such rights and remedies under Law then in effect; (b) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-first- priority security interest in, and lien on (and right of setoff against), such Collateral Requirement and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of Default, an Early Termination Date 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: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicable, including any such rights and remedies under Law then in effect; (b) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement[Project Development Security][Pre-Delivery Term Security] or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall [Project Development Security][Pre-Delivery Term Security] or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all [Project Development Security][Pre-Delivery Term Security] or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement Agreement, and to the extent Seller delivers the Collateral Requirement, until released as applicable, hereunderprovided herein, Seller hereby grants to Buyer, as the secured party, Buyer a first priority present and continuing security interest in, and lien on (and right of setoff against), and collateral assignment of, the Performance Assurance and all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, such Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller and each Party agrees to take such action as Buyer the other Party reasonably requires in order to perfect a Buyer’s first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer Date, Buyer, if it is authorized to retain all or a portion of the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party Buyer with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller the Defaulting Party in the possession of the Buyer Non-Defaulting Party or Buyer’s its agent; (ciii) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement all Performance Assurance then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Sellerthe Defaulting Party, including any equity or right of purchase or redemption by Sellerthe Defaulting Party. In such an event Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. Reduction and Substitution of Performance Assurance If the amount of Performance Assurance held by Buyer exceeds the amount required pursuant to Section 5.1, on any Business Day, Seller may give Notice to Buyer requesting a reduction in the amount of Performance Assurance previously provided by Seller for the benefit of Buyer, provided that, (i) after giving effect to the requested reduction in Performance Assurance, no Event of Default or Potential Event of Default with respect to Seller has occurred and is continuing, (ii) no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to Seller for which there exist any unsatisfied payment obligations, and (iii) no amounts are owing and unpaid from Seller to Buyer hereunder, including without limitation any Undelivered Energy Penalty. A permitted reduction in Performance Assurance may be effected by the Transfer of Cash to Seller or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of Buyer. Buyer shall effect any permitted reduction in Performance Assurance in accordance with the form of the Performance Assurance that has been provided. In all cases, the cost and expense of reducing Performance Assurance (including, but not limited to, the reasonable costs, expenses, and attorneys’ fees of Buyer) shall be borne by Seller. Unless otherwise agreed in writing by the Parties, if Seller’s reduction demand is made on or before the Notification Time on a Business Day, then Buyer shall have five (5) Business Days to effect a permitted reduction in Performance Assurance, and if Seller’s reduction demand is made after the Notification Time on a Business Day, then Buyer shall have six (6) Business Days to effect a permitted reduction in Performance Assurance, in each case, if such reduction is to be effected by the return of Cash to Seller. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of Buyer, Buyer shall promptly take such action as is reasonably necessary to effectuate such reduction. Except when an Event of Default or Potential Event of Default with respect to Seller shall have occurred and be continuing or an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to Seller for which there exist any unsatisfied payment obligations, Seller may substitute Performance Assurance for other existing Performance Assurance of equal value upon five (5) Business Days’ Notice (provided such Notice is made on or before the Notification Time, otherwise the notification period shall be six (6) Business Days) to Buyer. Upon the Transfer to Buyer of the substitute Performance Assurance, Buyer shall Transfer the relevant replaced Performance Assurance to Seller within five (5) Business Days. Notwithstanding anything herein to the contrary, no such substitution shall be permitted unless (i) the substitute Performance Assurance is Transferred simultaneously or has been Transferred to Buyer prior to the release of the Performance Assurance to be returned to Seller and the security interest in, and general first lien upon, such substituted Performance Assurance granted pursuant hereto in favor of Buyer shall have been perfected as required by applicable law and shall constitute a first priority perfected security interest therein and general first lien thereon, and (ii) after giving effect to such substitution, the substitute Performance Assurance shall equal the amount of Performance Assurance being replaced. Each substitution of Performance Assurance shall constitute a representation and warranty by Seller that the substituted Performance Assurance shall be subject to and governed by the terms and conditions of this Article 5, including without limitation the security interest in, general first lien on and right of offset against, such substituted Performance Assurance granted pursuant hereto in favor of Buyer pursuant to this Article 5. The Transfer of any Performance Assurance by Buyer in accordance with this Section 5.3 shall be deemed a release by Buyer of its security interest, general first lien and right of offset granted pursuant to this Article 5 hereof only with respect to such returned Performance Assurance. In connection with each Transfer of any Performance Assurance pursuant to this Article 5, Seller will, upon request of Xxxxx, execute a receipt showing the Performance Assurance Transferred to it. Administration of Performance Assurance Cash. Performance Assurance provided in the form of Cash to Buyer shall be subject to the following provisions: Notwithstanding the provisions of applicable law, if no Event of Default has occurred and is continuing with respect to Buyer and no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to Buyer for which there exist any unsatisfied payment obligations, then Buyer shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise use in its business any Cash that it holds as Performance Assurance hereunder, free from any claim or right of any nature whatsoever of Seller, including any equity or right of redemption by Seller. So long as no Event of Default or Potential Event of Default with respect to Seller has occurred and is continuing, and no Early Termination Date has occurred or been designated as the result of an Event of Default with respect to Seller, and no amounts are owing and unpaid from Seller to Buyer hereunder, and to the extent that an obligation to Transfer Performance Assurance would not be created or increased by the Transfer, in the event that Buyer is holding Cash, Buyer will Transfer (or caused to be Transferred) to Seller, in lieu of any interest or other amounts paid or deemed to have been paid with respect to such Cash (all of which may be retained by Buyer), the Interest Amount when Xxxxx returns the Cash to Seller following the termination or expiration of this Agreement, as applicable and in conformity with Section 9.6. On or after the occurrence of a Potential Event of Default or an Event of Default with respect to Seller or an Early Termination Date as a result of an Event of Default with respect to Seller, Buyer shall retain any such Interest Amount as additional Performance Assurance hereunder until the obligations of Seller under the Agreement have been satisfied in the case of an Early Termination Date or for so long as such Event of Default is continuing in the case of an Event of Default.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-first- priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon- Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, BuyerXxxxx. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller Xxxxxx agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of the Performance Assurance or other collateral posted by Seller or its Affiliates with Buyer under another agreement, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, BuyerXxxxx. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller Xxxxxx agrees to take such action as Buyer reasonably requires in order to perfect a first-first- priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon- Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of the Performance Assurance or other collateral posted by Seller or its Affiliates with Buyer under another agreement, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. Performance Assurance.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-FP Supplier delivered Margin or collateral hereunder, Seller the BGS-FP Supplier hereby grants to Buyer, as each of the secured party, Companies a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days each of the delivery Companies, and in all amounts owed to the BGS-FP Supplier by each of the Collateral Requirement, Seller Companies under or in connection with any BGS Supply agreement. The BGS-FP Supplier agrees to take such action as Buyer reasonably requires in order required to perfect in favor of each of the Companies a first-first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of DefaultDefault caused by the BGS-FP Supplier, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion each of the Collateral Requirement, Buyer Companies affected by such default may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party such Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then BGS-FP Supplier held by or for the benefit of Buyer such Company whether held in connection with this Agreement or any other agreement(s) between such Company and the BGS-FP Supplier for the provision of BGS Supply; (iii) draw on any outstanding letter of credit issued for the benefit of such Company; and (iv) liquidate all security held by or for the benefit of such Company free from any claim or right of any nature whatsoever of Sellerthe BGS-FP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-FP Supplier. Buyer The Company or Companies affected by such default shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-FP Supplier’s obligations obligation under this Agreement or any other agreement(s) between such Company and the Agreement BGS-FP Supplier for the provision of BGS Supply (Seller the BGS-FP Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to the BGS-FP Supplier: Notification information for each BGS-FP Supplier is set forth on Appendix A hereto. If to one or more of the Companies, to: Xxxxx X. Xxxxxx Vice President, Strategic Initiatives Ameren Services Company 0000 Xxxxxxxx Xxxxxx, XX 0000 St. Louis, MO 63103 (000) 000-0000 (phone) (000) 000-0000 (fax) With copies to: Xxxxx Xxxxxx Associate General Counsel Ameren Services Company 0000 Xxxxxxxx Xxxxxx, MC 1310 St. Louis, MO 63103 (000) 000-0000 (phone) (000) 000-0000 (fax) and Credit Risk Management Department Attention: Power Procurement Auction, Illinois Utilities Ameren Services Company 0000 Xxxxxxxx Xxxxxx, XX 000 St. Louis, MO 63103 (000) 000-0000 (phone) (000) 000-0000 (fax) or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided, however, that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence and during the continuation of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall only exercise its rights and remedies hereunder to the extent of its reasonable expectation of damages, and shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent that Seller delivers the Collateral Requirement, as applicable, posted performance assurance collateral to cover Margin hereunder, Seller hereby grants to Buyer, as the secured party, Buyer a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, and Seller agrees and Buyer agree to take such action as Buyer is reasonably requires in order required to perfect a first-the secured Party’s first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Collateral RequirementDate, Buyer may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party Buyer with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller in the possession of Buyer whether held in connection with this Agreement or any other agreement(s) between Buyer and Seller for the Buyer provision of AECs or Buyer’s agentdefault service supply; (ciii) draw on any outstanding Letter letter of Credit credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement then all security held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations obligation under this Agreement or any other agreement(s) between Buyer and Seller for the Agreement provision of AECs or default service supply (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to Seller to: Copy to: If to Buyer to: Attn: Xxx Xxx – Director, Risk Management Xxx Xxxxx Xxxxx Xxxxxx, XX0, Xxxxxxxxx, XX 00000 Copy to: Xxxxx X. Xxxxxxx – Supervisor, Energy Procurement Xxx Xxxxx Xxxxx Xxxxxx, XXXX0, Xxxxxxxxx, XX 00000 Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement (a) As security for the prompt payment or performance in full when due of all of the KAC Obligations, the Seller hereby assigns and pledges to the Company a security interest in and lien upon, all of the Seller's right, title, and interest in and to the extent Seller delivers the Collateral Requirementfollowing, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit and any and all proceeds resulting therefrom or the liquidation thereof, each case whether now or hereafter held byexisting or in which the Seller now has or hereafter acquires an interest and wherever the same may be located (collectively, on behalf ofthe "Seller Collateral"); (i) all retail installment sale contracts, chattel paper and/or accounts that have not been sold to the Company pursuant to Sections 2.01 or 2.02 hereof, together with all monies due or to become due and all amounts received with respect thereto, and all proceeds thereof; (ii) the Retail Purchase Agreement, including (i) all rights of the Seller to receive moneys due and to become due under or pursuant to the Retail Purchase Agreement, (ii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Retail Purchase Agreement, (iii) claims of the Seller for damages arising out of or for breach of or default under the benefit of, Buyer. Within thirty Retail Purchase Agreement and (30iv) days the right of the delivery of Seller to amend, waive or terminate the Collateral RequirementRetail Purchase Agreement, Seller agrees to take perform under the Retail Purchase Agreement and to compel performance and otherwise exercise all remedies and rights under the Retail Purchase Agreement; (iii) the Blocked Deposit Account, all funds held in the Blocked Deposit Account and all certificates and instruments, if any, from time to time representing or evidencing each such action as Buyer reasonably requires account; (iv) the Lockbox Account, all funds held in order to perfect a first-priority security interest inthe Lockbox Account, and lien on all certificates and instruments, if any, from time to time representing or evidencing the Lockbox Account or such funds; and (v) all proceeds, accessions, substitutions, rents and right profits of setoff against), such Collateral Requirement and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of Default, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Collateral Requirementforegoing. (b) If any KAC Obligation is not paid when due, Buyer then the Company may do any one or more exercise in respect of the following: (a) exercise Seller Collateral, in addition to any and all other rights and remedies otherwise available to it, all of the rights and remedies of a secured party with respect to upon default under the Collateral Requirement, as applicable, including any UCC (such rights and remedies to be cumulative and nonexclusive), and may take the following remedial actions: (i) The Company may, without notice except as specified below, solicit and accept bids for and sell the Seller Collateral or any part of the Seller Collateral in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Company's or Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Company may deem commercially reasonable. The Seller agrees that, to the extent notice of sale shall be required by law, at least ten Business Days' notice to the Seller of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Company shall not be obligated to make any sale of Seller Collateral regardless of notice of sale having been given. The Company may adjourn any public or private sale from time to time by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Seller in and to the Seller Collateral so sold, and shall be a perpetual bar, both at law and in equity, against the Seller, any Person claiming the Seller Collateral through the Seller and their respective successors or assigns. (ii) Upon the completion of any sale under Law then subsection (i) above, the Seller will deliver or cause to be delivered all of the Seller Collateral sold to the purchaser or purchasers at such sale on the date of sale, or within a reasonable time thereafter if it shall be impractical to make immediate delivery, but in effect; any event full title and right of possession to such property shall pass to such purchaser or purchasers forthwith upon the completion of such sale. Nevertheless, if so requested by the Company or by any purchaser, the Seller shall confirm any such sale or transfer by executing and delivering to such purchaser all proper instruments of conveyance and transfer and releases as may be designated in any such request. (biii) At any sale under subsection (i) above, the Company or the Collateral Agent may bid for and purchase the property offered for sale and, upon compliance with the terms of sale, may hold, retain and dispose of such property without further accountability therefor. (iv) The Company may exercise its rights of setoff against at the Seller's expense any and all property of Seller in the possession rights and remedies of the Buyer Seller under or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit in connection with the Retail Purchase Agreement or retain any cash deposit; and (d) liquidate the Collateral Requirement then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Sellerother Seller Collateral, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds and all rights of the collateral realized upon the exercise Seller to demand or otherwise require payment of any such rights amount under, or remedies to reduce Seller’s obligations under performance of any provisions of, the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in fullRetail Purchase Agreement.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement and any and all proceeds resulting therefrom or from the liquidation thereofinterest. Upon or any time after the occurrence of an Event of Default, an Early Termination Date Default 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: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicable, including any such rights and remedies under Law then in effect; (b) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon- Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under Law law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by the Seller. The Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement[Project Development Security] or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall [Project Development Security] or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all [Project Development Security] or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.. [Short Term Offers from Short Term Existing: Seller to replace Project Development Security with Pre-Delivery Term Security]

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementDevelopment Assurance, Interim Assurance and/or Performance Assurance, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Development Assurance, Interim Assurance and/or Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) calendar days of the delivery of the Collateral RequirementDevelopment Assurance, Interim Assurance or Performance Assurance, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Development Assurance, Interim Assurance or Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof, respectively. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: : (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Development Assurance, Interim Assurance or Performance Assurance, as applicable, including any such rights and remedies under Law the law then in effect; ; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; ; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and and (d) liquidate the Collateral Requirement all Development Assurance, Interim Assurance or Performance Assurance, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement[Project Development Security] or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall [Project Development Security] or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all [Project Development Security] or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.. [Short Term Offers from existing ERRs: Seller to replace Project Development Security with Pre-Delivery Term Security]

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, hereunderAgreement, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement[Project Development Security] or Delivery Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority first‑priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon‑Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-FP Supplier delivered Margin or collateral hereunder, Seller the BGS-FP Supplier hereby grants to Buyer, as the secured party, Companies a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyerthe Companies. Within thirty (30) days of The BGS-FP Supplier and the delivery of the Collateral Requirement, Seller agrees Companies agree to take such action as Buyer reasonably requires in order required to perfect a first-the secured Party’s first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after or during the occurrence of an Event of DefaultDefault caused by the BGS-FP Supplier, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Collateral Requirement, Buyer Companies may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party the Companies with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its their rights of setoff against any and all property of Seller the BGS-FP Supplier in the possession of the Buyer Companies whether held in connection with this Agreement or Buyer’s agentany other agreement(s) between a Company and the BGS- FP Supplier for the provision of BGS Supply; (ciii) draw on any outstanding Letter letter of Credit credit issued for its benefit or retain any cash depositthe Companies’ benefit; and (div) liquidate the Collateral Requirement then all security held by or for the benefit of Buyer a Company free from any claim or right of any nature whatsoever of Sellerthe BGS-FP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-FP Supplier. Buyer The Companies shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-FP Supplier’s obligations obligation under this Agreement or any other agreement(s) between a Company and the Agreement BGS-FP Supplier for the provision of BGS Supply (Seller the BGS-FP Supplier remaining liable for any amounts owing to Buyer the Companies after such application), subject to the Buyer’s Companies’ obligation to the return of any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to the BGS-FP Supplier, as set forth on Appendix A hereto. If to the Companies, to: With a copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided, however, that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, BuyerXxxxx. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller Xxxxxx agrees to take such action as Buyer reasonably requires in order to perfect a first-first- priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon- Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of the Performance Assurance or other collateral posted by Seller or its Affiliates with Buyer under another agreement, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.. 30

Grant of Security Interest/Remedies. ‌ To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS- RSCP Supplier posted Margin/collateral hereunder, Seller the BGS-RSCP Supplier hereby grants to Buyer, as the secured party, Company a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of Company, and the Collateral Requirement, Seller agrees BGS-RSCP Supplier and the Company agree to take such action as Buyer is reasonably requires in order required to perfect a first-the secured Party’s first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, the Collateral Requirement, Buyer Company may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party the Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller the BGS-RSCP Supplier in the possession of the Buyer Company whether held in connection with this Agreement or Buyer’s agentany other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply; (ciii) draw on any outstanding Letter letter of Credit credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement then all security held by or for the benefit of Buyer the Company free from any claim or right of any nature whatsoever of Sellerthe BGS-RSCP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-RSCP Supplier. Buyer The Company shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-RSCP Supplier’s obligations obligation under this Agreement or any other agreement(s) between the Agreement Company and the BGS-RSCP Supplier for the provision of BGS Supply (Seller the BGS-RSCP Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to a BGS-RSCP Supplier: Notification information for each BGS-RSCP Supplier is set forth on Appendix A hereto. If to the Company to: Copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to Addendum, the extent Seller delivers the Collateral Requirement, as applicable, hereunder, Seller CRES hereby grants to BuyerAEP Ohio a present and continuing security interest in, and lien on, and right of setoff against, its right, title and interest, whether now owned or hereafter acquired or arising, in (i) all securities, instruments (including promissory notes), money (each of the foregoing terms as defined in the secured partyUCC), a cash and other tangible property delivered by the CRES (or its agents or custodians) to and held by AEP Ohio pursuant to this Addendum and (ii) all proceeds (as defined in the UCC) of any and all of the foregoing. The CRES agrees to take such action as reasonably required to create and perfect AEP Ohio’s first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or at any time after the occurrence and during the continuation of an Event default by the CRES of Default, an Early Termination Date or an occasion provided for in its obligation under this Agreement where Buyer is authorized to retain all Addendum or a portion of the Collateral Requirementmisrepresentation by it, Buyer AEP Ohio may do any one or more of the followingfollowing in any order: (ai) exercise any of the rights and remedies of a secured party with respect AEP Ohio, including the right to set-off and liquidation, against any and all Performance Assurance or other collateral of the Collateral Requirement, as applicableCRES in the possession of AEP Ohio, including any such rights and remedies under Law law then in effect; (b) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then held by or for the benefit of Buyer , free from any claim or right of any nature whatsoever of Seller, including the CRES and (ii) draw on any equity or right outstanding Letter of purchase or redemption Credit provided by Sellerthe CRES. Buyer shall AEP Ohio will apply the proceeds of the collateral Performance Assurance realized upon the exercise of any such rights or remedies to reduce Sellerthe CRES’s obligations obligation under this Addendum, and the Agreement (Seller remaining CRES shall remain liable for any amounts owing to Buyer AEP Ohio after such application), subject to the BuyerAEP Ohio’s obligation to return any surplus proceeds remaining after all such obligations are satisfied in full. All notices, demands or requests regarding Performance Assurance or deposit transfers shall be sent in accordance with Section 7.1.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement[Project Development Security] or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall [Project Development Security] or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all [Project Development Security] or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, BuyerBuxxx. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller agrees Sexxxx xgrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-RSCP Supplier posted Margin/collateral hereunder, Seller the BGS-RSCP Supplier hereby grants to Buyer, as the secured party, Company a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of Company, and the Collateral Requirement, Seller agrees BGS-RSCP Supplier and the Company agree to take such action as Buyer is reasonably requires in order required to perfect a first-the secured Party’s first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, the Collateral Requirement, Buyer Company may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party the Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller the BGS-RSCP Supplier in the possession of the Buyer Company whether held in connection with this Agreement or Buyer’s agentany other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply; (ciii) draw on any outstanding Letter letter of Credit credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement then all security held by or for the benefit of Buyer the Company free from any claim or right of any nature whatsoever of Sellerthe BGS-RSCP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-RSCP Supplier. Buyer The Company shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-RSCP Supplier’s obligations obligation under this Agreement or any other agreement(s) between the Agreement Company and the BGS-RSCP Supplier for the provision of BGS Supply (Seller the BGS-RSCP Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to a BGS-RSCP Supplier: Notification information for each BGS-RSCP Supplier is set forth on Appendix A hereto. If to the Company to: Copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To (a) In order to secure its the obligations under this Agreement of the Company hereunder, the Company hereby covenants to and to cause each Subsidiary Guarantor owning Oil and Gas Assets to execute and deliver on or before the Issue Date one or more Mortgages and other Security Documents, as reasonably determined by the Trustee to obtain a Lien on substantially all of the Oil and Gas Assets of the Company and the Subsidiary Guarantors as of the Issue Date. Each such Security Document, when executed and delivered, shall be deemed hereby incorporated by reference herein to the same extent Seller delivers and as fully as if set forth in their entirety at this place, and reference is made hereby to each such Security Document for a more complete description of the terms and provisions thereof. Each Holder, by accepting a Security, agrees to all of the terms and provisions of each Security Document and the Trustee agrees to all of the terms and provisions of each Security Document. (b) If (i) the Securities become due and payable prior to the Maturity Date or are not paid in full at the Maturity Date or (ii) an Event of Default has occurred and is continuing, the Trustee may take all actions it deems necessary or appropriate, including, but not limited to, foreclosing upon the Collateral Requirementin accordance with the Security Documents and applicable law. The proceeds received from the sale of any Collateral that is the subject of a foreclosure or collection suit shall be applied in accordance with the priorities set forth in Section 6.10. The Trustee has the power to institute and maintain such suits and proceedings as it may deem expedient to prevent impairment of, as applicable, hereunder, Seller hereby grants or to Buyer, as preserve or protect its and the secured party, a first priority security Holders' interest in, and lien on (and right of setoff against), and assignment of, all such the Collateral Requirement posted with Buyer in the form manner set forth in Article 7. (c) Unless an Event of cash or Letter of Credit Default shall have occurred and any be continuing, the Company and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for Subsidiary Guarantors will have the benefit of, Buyer. Within thirty (30) days of the delivery right to remain in possession and retain exclusive control of the Collateral Requirementsecuring the Securities (other than any cash, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest insecurities, obligations and lien on (and right of setoff against), such Collateral Requirement and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of Default, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion Cash Equivalents constituting part of the Collateral Requirement, Buyer may do any one or more of and deposited with the following: (a) exercise any of the rights and remedies of a secured party with respect to Trustee in the Collateral Requirement, Account and other than as applicable, including any such rights and remedies under Law then in effect; (b) exercise its rights of setoff against any and all property of Seller set forth in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate Security Documents), to freely operate the Collateral Requirement then held by or for the benefit of Buyer free from any claim or right and to collect, invest and dispose of any nature whatsoever of Seller, including any equity income thereon or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in fulltherefrom.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunderhereunder in the form of cash, Seller hereby grants to Buyer, as the secured party, Buyer a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash Project Development Security or Letter of Credit Delivery Term Security 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller and each Party agrees to take such action as Buyer the other Party reasonably requires in order to perfect a the Buyer’s first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Date, and Buyer is authorized to retain all or a portion of the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under Law then in effect; (b) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (cii) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (diii) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or Seller except the right of purchase or redemption by Sellerto receive surplus proceeds described below in this subsection. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to the Buyer after such application), subject to the Buyer’s obligation to . Buyer shall return any surplus proceeds from the realization of collateral described in this subsection remaining after such obligations are satisfied in fullfull and shall promptly provide Seller with a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation.

Grant of Security Interest/Remedies. ‌‌ To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-LFP Supplier delivered Margin or collateral hereunder, Seller the BGS-LFP Supplier hereby grants to Buyer, as each of the secured party, Companies a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days each of the delivery Companies, and in all amounts owed to the BGS-LFP Supplier by each of the Collateral Requirement, Seller Companies under or in connection with any BGS Supply agreement. The BGS-LFP Supplier agrees to take such action as Buyer reasonably requires in order required to perfect in favor of each of the Companies a first-first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of DefaultDefault caused by the BGS-LFP Supplier, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion each of the Collateral Requirement, Buyer Companies affected by such default may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party such Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then BGS-LFP Supplier held by or for the benefit of Buyer such Company whether held in connection with this Agreement or any other agreement(s) between such Company and the BGS-LFP Supplier for the provision of BGS Supply; (iii) draw on any outstanding letter of credit issued for the benefit of such Company; and (iv) liquidate all security held by or for the benefit of such Company free from any claim or right of any nature whatsoever of Sellerthe BGS-LFP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS- LFP Supplier. Buyer The Company or Companies affected by such default shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-LFP Supplier’s obligations obligation under this Agreement or any other agreement(s) between such Company and the Agreement BGS-LFP Supplier for the provision of BGS Supply (Seller the BGS-LFP Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to the return of any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to the BGS-LFP Supplier: Notification information for each BGS-LFP Supplier is set forth on Appendix A hereto. If to one or more of the Companies, to: With a copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided, however, that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement[Project Development Security] or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall [Project Development Security] or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all [Project Development Security] or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.. [Short Term Offers from existing ERRs: Seller to replace Project Development Security with Pre-Delivery Term Security]

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-RSCP Supplier posted Margin/collateral hereunder, Seller the BGS-RSCP Supplier hereby grants to Buyer, as the secured party, Company a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of Company, and the Collateral Requirement, Seller agrees BGS-RSCP Supplier and the Company agree to take such action as Buyer is reasonably requires in order required to perfect a first-the secured Party’s first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, the Collateral Requirement, Buyer Company may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party the Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller the BGS-RSCP Supplier in the possession of the Buyer Company whether held in connection with this Agreement or Buyer’s agentany other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply; (ciii) draw on any outstanding Letter letter of Credit credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement then all security held by or for the benefit of Buyer the Company free from any claim or right of any nature whatsoever of Sellerthe BGS-RSCP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-RSCP Supplier. Buyer The Company shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-RSCP Supplier’s obligations obligation under this Agreement or any other agreement(s) between the Agreement Company and the BGS-RSCP Supplier for the provision of BGS Supply (Seller the BGS-RSCP Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimileelectronic transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to a BGS-RSCP Supplier: Notification information for each BGS-RSCP Supplier is set forth on Appendix A hereto. If to the Company to: Copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing..

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, Buyer a present and continuing first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement cash collateral and cash equivalent collateral posted with Buyer in the form of cash or Letter of Credit as Performance Assurance 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller and each Party agrees to take such action as Buyer the other Party reasonably requires in order to perfect a the Buyer’s first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence and during the continuation of an Event of Default, Default by Seller or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or as a portion of the Collateral Requirementresult thereof, Buyer may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under Law then in effect; (bii) exercise its rights of setoff against such collateral posted as Performance Assurances and any and all property of Seller in proceeds resulting therefrom or from the possession of the Buyer or Buyer’s agentliquidation thereof; (ciii) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement all or any portion of any Performance Assurance then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement[Project Development Security], Interim Period Security, or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, BuyerXxxxx. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security, Interim Period Security, or Delivery Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall [Project Development Security], Interim Period Security, or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all [Project Development Security], Interim Period Security, or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to Agreement, the extent Seller delivers the Collateral Requirement, as applicable, hereunder, Seller SSO Supplier hereby grants to BuyerThe Dayton Power and Light Company a present and continuing security interest in, and lien on (and right of setoff against), its right, title and interest, whether now owned or hereafter acquired or arising, in (i) all deposit accounts in the name of The Dayton Power and Light Company or partially in the name of The Dayton Power and Light Company or held for the benefit of The Dayton Power and Light Company and all funds credited to any and all of the foregoing, (ii) all securities, instruments (including promissory notes), money (each of the foregoing terms as defined in the secured partyUCC), a cash and other tangible property delivered to and held by The Dayton Power and Light Company (or its agents or custodians) and (iii) all proceeds (as defined in the UCC) of any and all of the foregoing. The SSO Supplier agrees to take such action as reasonably required to create and perfect The Dayton Power and Light Company’s first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or at any time after the occurrence or deemed occurrence and during the continuation of an Event of Default, Default where an SSO Supplier is the Defaulting Party or an Early Termination Date (whether or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of not such SSO Supplier was the Collateral RequirementDefaulting Party), Buyer The Dayton Power and Light Company may do any one or more of the followingfollowing in any order: (ai) exercise any of the rights and remedies of a secured party The Dayton Power and Light Company, including the right to set-off and liquidation, against any and all ICR Collateral, Margin Collateral or other collateral of such SSO Supplier in the possession of The Dayton Power and Light Company, whether held in connection with respect to the Collateral Requirement, as applicablethis Agreement or any Other SSO Supply Agreement, including any such rights and remedies under Law law then in effect; (b) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then held by or for the benefit of Buyer , free from any claim or right of any nature whatsoever of Seller, including such SSO Supplier; and (ii) draw on any equity or right outstanding Letter of purchase or redemption Credit provided by Sellersuch SSO Supplier. Buyer shall The Dayton Power and Light Company will apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellersuch SSO Supplier’s obligations obligation under the this Agreement (Seller remaining and under any Other SSO Supply Agreement, and such SSO Supplier shall remain liable for any amounts owing to Buyer The Dayton Power and Light Company after such application), subject to the BuyerThe Dayton Power and Light Company’s obligation to return any surplus proceeds remaining after all such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit-related security or deposit transfers shall be sent in accordance with Section 13.1.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence and during the continuation of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-LFP Supplier delivered Margin or collateral hereunder, Seller the BGS-LFP Supplier hereby grants to Buyer, as each of the secured party, Companies a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days each of the delivery Companies, and in all amounts owed to the BGS-LFP Supplier by each of the Collateral Requirement, Seller Companies under or in connection with any BGS Supply agreement. The BGS-LFP Supplier agrees to take such action as Buyer reasonably requires in order required to perfect in favor of each of the Companies a first-first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of DefaultDefault caused by the BGS-LFP Supplier, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion each of the Collateral Requirement, Buyer Companies affected by such default may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party such Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then BGS-LFP Supplier held by or for the benefit of Buyer such Company whether held in connection with this Agreement or any other agreement(s) between such Company and the BGS-LFP Supplier for the provision of BGS Supply; (iii) draw on any outstanding letter of credit issued for the benefit of such Company; and (iv) liquidate all security held by or for the benefit of such Company free from any claim or right of any nature whatsoever of Sellerthe BGS-LFP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS- LFP Supplier. Buyer The Company or Companies affected by such default shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-LFP Supplier’s obligations obligation under this Agreement or any other agreement(s) between such Company and the Agreement BGS-LFP Supplier for the provision of BGS Supply (Seller the BGS-LFP Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to the return of any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to the BGS-LFP Supplier: Notification information for each BGS-LFP Supplier is set forth on Appendix A hereto. If to one or more of the Companies, to: With a copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided, however, that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-first- priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon- Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of the Performance Assurance or other collateral posted by Seller or its Affiliates with Buyer under another agreement, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, SSO Supplier delivered Margin/collateral hereunder, Seller the SSO Supplier hereby grants to Buyer, as the secured party, Companies a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment ofof all property, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of Companies, and SSO Supplier and the Collateral Requirement, Seller agrees Companies agree to take such action as Buyer reasonably requires in order required to perfect a first-the secured Party’s first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, the Collateral Requirement, Buyer Companies may do any one or more of the followingfollowing in any order: (ai) exercise any of the rights and remedies of a secured party the Companies with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its their rights of setoff against any and all property of Seller the SSO Supplier in the possession of the Buyer Companies whether held in connection with this Agreement or Buyer’s agentany other agreement(s) between the Companies and the SSO Supplier for the provision of SSO Supply; (ciii) draw on any outstanding Letter letter of Credit credit issued for its benefit their benefit; (iv) exercise any and all rights remedies available to it under and against any First Mortgage Bonds delivered or retain any cash depositpledged in accordance with Section 6.9(c); and (dv) liquidate the Collateral Requirement then all security held by or for the benefit of Buyer the Companies free from any claim or right of any nature whatsoever of Sellerthe SSO Supplier, including any equity or right of right of purchase or redemption by Sellerthe SSO Supplier. Buyer shall The Companies will apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe SSO Supplier’s obligations obligation under this Agreement or any other agreement(s) between the Agreement Companies and the SSO Supplier for the provision of SSO Supply (Seller the SSO Supplier remaining liable for any amounts owing to Buyer the Companies after such application), subject to the Buyer’s Companies’ obligation to the return of any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to a SSO Supplier: Notification information for each SSO Supplier is set forth on Appendix A hereto. If to the Companies to: Xxxxxx X. Xxxx Senior Business Analyst FirstEnergy Corp. 00 Xxxxx Xxxx Xxxxxx, 00xx Xxxxx Xxxxx, XX 00000 Telephone: 000-000-0000 Facsimile: 000-000-0000 xxxxx@xxxxxxxxxxxxxxx.xxx Copy to: Xxxxx X. Xxxxx Vice President, Rates & Regulatory Affairs FirstEnergy Corp. 00 Xxxxx Xxxx Xxxxxx, 0xx Xxxxx Xxxxx, XX 00000 Telephone: 000-000-0000 Facsimile: 000-000-0000 xxxxxxx@xxxxxxxxxxxxxxx.xxx Copy to: Xxxx X. Xxxxxxx Director, Regulated Commodity Sourcing 0000 Xxxxxxxxxx Xxxx Xxxxxxx XX 00000-0000 Telephone: 000-000-0000 Facsimile: 000-000-0000 xxxxxxxx@xxxxxxxxxxxxxxx.xxx And: Xxxx X. Xxxxxx, Esq. FirstEnergy Corp. 00 Xxxxx Xxxx Xxxxxx Xxxxx, XX 00000 Telephone: 000-000-0000 Facsimile: 000-000-0000 xxxxxxx@xxxxxxxxxxxxxxx.xxx or to such other person at such other address as a Party may designate by like notice to the other Party. Notice received after the close of the Business Day will be deemed received on the next Business Day; provided that notice by facsimile transmission will be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementPre-Delivery Term Security, Delivery Term Security, or Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementPre-Delivery Term Security, Delivery Term Security, or Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Pre-Delivery Term Security, Delivery Term Security, or Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Pre-Delivery Term Security, Delivery Term Security, or Term Security,as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To (a) In order to secure its the obligations under this Agreement of the Issuer hereunder and the Guarantees, the Issuer hereby covenants to, and to cause each Subsidiary Guarantor to, execute and deliver on or before the Issue Date, and from time to time thereafter as appropriate, one or more Mortgages and other Security Documents, as reasonably determined by the Trustee to obtain a Lien, but subject to certain Permitted Liens, on all of the current and future Oil and Gas Assets of the Issuer and its Subsidiaries, and substantially all other current and future assets of the Issuer and the Subsidiary Guarantors. Subject to the Intercreditor Agreement, each such Security Document, when executed and delivered, shall be deemed hereby incorporated by reference herein to the same extent Seller delivers and as fully as if set forth in their entirety at this place, and reference is made hereby to each such Security Document for a more complete description of the terms and provisions thereof. Each Holder, by accepting a Note, agrees to all of the terms and provisions of each Security Document and the Trustee agrees to all of the terms and provisions of each Security Document. (b) If (i) the Notes become due and payable prior to the Maturity Date or are not paid in full at the Maturity Date or (ii) an Event of Default has occurred and is continuing, the Trustee may take all actions it deems necessary or appropriate, including, but not limited to, foreclosing upon the Collateral Requirementin accordance with the Security Documents and applicable law, subject, however, to the terms of the Intercreditor Agreement. Subject to the terms of the Intercreditor Agreement, the proceeds received from the sale of any Collateral that is the subject of a foreclosure or collection suit shall be applied in accordance with the priorities set forth in Section 6.10. Subject to the terms of the Intercreditor Agreement, the Trustee has the power to institute and maintain such suits and proceedings as applicableit may deem expedient to prevent impairment of, hereunder, Seller hereby grants or to Buyer, as preserve or protect its and the secured party, a first priority security Holders' interest in, and lien on (and right of setoff against), and assignment of, all such the Collateral Requirement posted with Buyer in the form manner set forth in this Indenture. (c) Unless an Event of cash or Letter of Credit Default shall have occurred and any be continuing, the Issuer and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for Subsidiary Guarantors will have the benefit of, Buyer. Within thirty (30) days of the delivery right to remain in possession and retain exclusive control of the Collateral Requirementsecuring the Notes (other than any cash, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest insecurities, obligations and lien on (and right of setoff against), such Collateral Requirement and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of Default, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion Cash Equivalents constituting part of the Collateral Requirement, Buyer may do any one or more of and deposited with the following: (a) exercise any of the rights and remedies of a secured party with respect to Trustee in the Collateral Requirement, Account or with the Senior Credit Facility Representative and other than as applicable, including any such rights and remedies under Law then in effect; (b) exercise its rights of setoff against any and all property of Seller set forth in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate Security Documents), to freely operate the Collateral Requirement then held by or for the benefit of Buyer free from any claim or right and to collect, invest and dispose of any nature whatsoever of Seller, including any equity income thereon or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in fulltherefrom.

Grant of Security Interest/Remedies. ‌ To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-FP Supplier delivered Margin or collateral hereunder, Seller the BGS-FP Supplier hereby grants to Buyer, as each of the secured party, Companies a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days each of the delivery Companies, and in all amounts owed to the BGS-FP Supplier by each of the Collateral Requirement, Seller Companies under or in connection with any BGS Supply agreement. The BGS-FP Supplier agrees to take such action as Buyer reasonably requires in order required to perfect in favor of each of the Companies a first-first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of DefaultDefault caused by the BGS-FP Supplier, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion each of the Collateral Requirement, Buyer Companies affected by such default may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party such Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then BGS-FP Supplier held by or for the benefit of Buyer such Company whether held in connection with this Agreement or any other agreement(s) between such Company and the BGS-FP Supplier for the provision of BGS Supply; (iii) draw on any outstanding letter of credit issued for the benefit of such Company; and (iv) liquidate all security held by or for the benefit of such Company free from any claim or right of any nature whatsoever of Sellerthe BGS-FP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-FP Supplier. Buyer The Company or Companies affected by such default shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-FP Supplier’s obligations obligation under this Agreement or any other agreement(s) between such Company and the Agreement BGS-FP Supplier for the provision of BGS Supply (Seller the BGS-FP Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to the BGS-FP Supplier: Notification information for each BGS-FP Supplier is set forth on Appendix A hereto. If to one or more of the Companies, to: With a copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided, however, that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement (a) As security for the prompt payment or performance in full when due of all of the KAC Obligations, the Seller hereby assigns and pledges to the Company a security interest in and lien upon, all of the Seller's right, title, and interest in and to the extent Seller delivers the Collateral Requirementfollowing, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit and any and all proceeds resulting therefrom or the liquidation thereof, each case whether now or hereafter held byexisting or in which the Seller now has or hereafter acquires an interest and wherever the same may be located (collectively, on behalf ofthe "Seller Collateral"); (i) all retail installment sale contracts, chattel paper and/or accounts that have not been sold to the Company pursuant to Sections 2.01 or 2.02 hereof, together with all monies due or to become due and all amounts received with respect thereto, and all proceeds thereof; (ii) the Retail Purchase Agreement, including (i) all rights of the Seller to receive moneys due and to become due under or pursuant to the Retail Purchase Agreement, (ii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Retail Purchase Agreement, (iii) claims of the Seller for damages arising out of or for breach of or default under the benefit of, Buyer. Within thirty Retail Purchase Agreement and (30iv) days the right of the delivery of Seller to amend, waive or terminate the Collateral RequirementRetail Purchase Agreement, Seller agrees to take perform under the Retail Purchase Agreement and to compel performance and otherwise exercise all remedies and rights under the Retail Purchase Agreement; (iii) the Blocked Deposit Account, all funds held in the Blocked Deposit Account and all certificates and instruments, if any, from time to time representing or evidencing each such action as Buyer reasonably requires account; (iv) the Lockbox Account, all funds held in order to perfect a first-priority security interest inthe Lockbox Account, and lien on all certificates and instruments, if any, from time to time representing or evidencing the Lockbox Account or such funds; and (v) all proceeds, accessions, substitutions, rents and right profits of setoff against), such Collateral Requirement and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of Default, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Collateral Requirementforegoing. (b) If any KAC Obligation is not paid when due, Buyer then the Company may do any one or more exercise in respect of the following: (a) exercise Seller Collateral, in addition to any and all other rights and remedies otherwise available to it, all of the rights and remedies of a secured party with respect to upon default under the Collateral Requirement, as applicable, including any UCC (such rights and remedies to be cumulative and nonexclusive), and may take the following remedial actions: (i) The Company may, without notice except as specified below, solicit and accept bids for and sell the Seller Collateral or any part of the Seller Collateral in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Company's or Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Company may deem commercially reasonable. The Seller agrees that, to the extent notice of sale shall be required by law, at least ten Business Days' notice to the Seller of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Company shall not be obligated to make any sale of Seller Collateral regardless of notice of sale having been given. The Company may adjourn any public or private sale from time to time by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Seller in and to the Seller Collateral so sold, and shall be a perpetual bar, both at law and in equity, against the Seller, any Person claiming the Seller Collateral through the Seller and their respective successors or assigns. (ii) Upon the completion of any sale under Law then subsection (i) above, the Seller will deliver or cause to be delivered all of the Seller Collateral sold to the purchaser or pur chasers at such sale on the date of sale, or within a reasonable time thereafter if it shall be impractical to make immediate delivery, but in effect; any event full title and right of possession to such property shall pass to such purchaser or purchasers forthwith upon the completion of such sale. Nevertheless, if so requested by the Company or by any purchaser, the Seller shall confirm any such sale or transfer by executing and delivering to such purchaser all proper instruments of conveyance and transfer and releases as may be designated in any such request. (biii) At any sale under subsection (i) above, the Company or the Collateral Agent may bid for and purchase the property offered for sale and, upon compliance with the terms of sale, may hold, retain and dispose of such property without further accountability therefor. (iv) The Company may exercise its rights of setoff against at the Seller's expense any and all property of Seller in the possession rights and remedies of the Buyer Seller under or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit in connection with the Retail Purchase Agreement or retain any cash deposit; and (d) liquidate the Collateral Requirement then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Sellerother Seller Collateral, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds and all rights of the collateral realized upon the exercise Seller to demand or otherwise require payment of any such rights amount under, or remedies to reduce Seller’s obligations under performance of any provisions of, the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in fullRetail Purchase Agreement.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-first- priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon- Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of the Performance Assurance or other collateral posted by Seller or its Affiliates with Buyer under another agreement, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. Performance Assurance.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of Default, an Early Termination Date 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: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicable, including any such rights and remedies under Law then in effect; (b) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.full.‌‌

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, BuyerXxxxx. Within thirty (30) days of the delivery of the Collateral RequirementPerformance Assurance, Seller Xxxxxx agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining remains liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. Performance Assurance1 .

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, Buyer a present and continuing first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in ) the form of cash or Letter of Credit Performance Assurance 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller and each Party agrees to take such action as Buyer the other Party reasonably requires in order to perfect a the Buyer's first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon Upon, or at any time after the occurrence of and during the continuation of, an Event of DefaultDefault by Seller, an Early or a Termination Date as a result thereof or an occasion provided in connection with a claim by Buyer for in this Agreement where Buyer is authorized to retain all or a portion of the Collateral Requirementindemnification under Article XIII, Buyer may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such legal rights and remedies under Law then in effect; (bii) exercise its rights of setoff against such collateral and any and all property of Seller in proceeds resulting therefrom or from the possession of the Buyer or Buyer’s agentliquidation thereof; (ciii) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement all or any portion of any Performance Assurance then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Seller’s 's obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s 's obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first f irst priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter hereaf ter held by, on behalf of, or for the benefit of, BuyerXxxxx. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a firstf irst-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement and any and all proceeds resulting therefrom or from f rom the liquidation thereof. Upon or any time after the occurrence of an Event of Default, an Early Termination Date 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: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicable, including any such rights and remedies under Law then in effectef f ect; (b) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then held by or for the benefit benef it of Buyer free f ree from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement[Project Development Security] or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement[Project Development Security] or Delivery Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall [Project Development Security] or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all [Project Development Security] or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement Agreement, and to the extent Seller delivers the Collateral Requirement, until released as applicable, hereunderprovided herein, Seller hereby grants to Buyer, as the secured party, SDG&E a first priority present and continuing security interest in, and lien on (and right of setoff against), and collateral assignment of, the Performance Assurance and all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirementsuch SDG&E, Seller and each Party agrees to take such action as Buyer the other Party reasonably requires in order to perfect a SDG&E’s first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer Date, SDG&E, if it is authorized to retain all or a portion of the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party SDG&E with respect to the Collateral Requirement, as applicablePerformance Assurance, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of the Seller in the possession of the Buyer SDG&E or Buyer’s its agent; (ciii) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement all Performance Assurance then held by or for the benefit of Buyer SDG&E free from any claim or right of any nature whatsoever of the Seller, including any equity or right of purchase or redemption by the Seller. Buyer In such an event SDG&E shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Seller’s obligations under the Agreement (the Seller remaining liable for any amounts owing to Buyer SDG&E after such application), subject to the BuyerSDG&E’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default by Seller or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit or Guaranty issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, hereunderAgreement, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementPre-Delivery Term Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Pre-Delivery Term Security or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Pre-Delivery Term Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security, Post Effective Date Project Development Security, Initial Energy Delivery Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon- Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security, Post Effective Date Project Development Security, Initial Energy Delivery Security or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security, Post Effective Date Project Development Security, Initial Energy Delivery Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer to the extent of amounts owed to Buyer by Seller, free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security, Pre-Delivery Term Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security, Pre-Delivery Term Security or Delivery Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security, Pre-Delivery Term Security or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security, Pre-Delivery Term Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-LRTP Supplier delivered Margin or collateral hereunder, Seller the BGS-LRTP Supplier hereby grants to Buyer, as each of the secured party, Companies a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days each of the delivery Companies, and in all amounts owed to the BGS- LRTP Supplier by each of the Collateral Requirement, Seller Companies under or in connection with any BGS Supply agreement. The BGS-LRTP Supplier agrees to take such action as Buyer reasonably requires in order required to perfect in favor of each of the Companies a first-first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of DefaultDefault caused by the BGS-LRTP Supplier, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion each of the Collateral Requirement, Buyer Companies affected by such default may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party such Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then BGS-LRTP Supplier held by or for the benefit of Buyer such Company whether held in connection with this Agreement or any other agreement(s) between such Company and the BGS-LRTP Supplier for the provision of BGS Supply; (iii) draw on any outstanding letter of credit issued for the benefit of such Company; and (iv) liquidate all security held by or for the benefit of such Company free from any claim or right of any nature whatsoever of Sellerthe BGS-LRTP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-LRTP Supplier. Buyer The Company or Companies affected by such default shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-LRTP Supplier’s obligations obligation under this Agreement or any other agreement(s) between such Company and the Agreement BGS-LRTP Supplier for the provision of BGS Supply (Seller the BGS-LRTP Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to the BGS-LRTP Supplier: Notification information for each BGS-LRTP Supplier is set forth on Appendix A hereto. If to one or more of the Companies, to: With a copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided, however, that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, Performance Assurance hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash-equivalent 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, BuyerXxxxx. Within thirty (30) calendar days of the delivery of the Collateral RequirementPerformance Assurance, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the this Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement Agreement, and to the extent Seller delivers the Collateral Requirement, until released as applicable, hereunderprovided herein, Seller hereby grants to Buyer, as the secured party, SDG&E a first priority present and continuing security interest in, and lien on (and right of setoff against), and collateral assignment of, the Delivery Date Security and all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirementsuch SDG&E, Seller and each Party agrees to take such action as Buyer the other Party reasonably requires in order to perfect a SDG&E’s first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Delivery Date Security and 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer Date, SDG&E, if it is authorized to retain all or a portion of the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party SDG&E with respect to the Collateral Requirement, as applicableDelivery Date Security, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of the Seller in the possession of the Buyer SDG&E or Buyer’s its agent; (ciii) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (div) liquidate the Collateral Requirement all Delivery Date Security then held by or for the benefit of Buyer SDG&E free from any claim or right of any nature whatsoever of the Seller, including any equity or right of purchase or redemption by the Seller. Buyer In such an event SDG&E shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Seller’s obligations under the Agreement (the Seller remaining liable for any amounts owing to Buyer SDG&E after such application), subject to the BuyerSDG&E’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. The Seller shall pay on request and indemnify SDG&E against any taxes (including without limitation, any applicable transfer taxes and stamp, registration or other documentary taxes), assessments, or charges that may become payable by reason of the security interests, general first lien and right of offset granted under this Agreement or the execution, delivery, performance or enforcement of this Agreement, as well as any penalties with respect thereto.

Grant of Security Interest/Remedies. ‌ To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-LRTP Supplier delivered Margin or collateral hereunder, Seller the BGS-LRTP Supplier hereby grants to Buyer, as each of the secured party, Companies a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days each of the delivery Companies, and in all amounts owed to the BGS- LRTP Supplier by each of the Collateral Requirement, Seller Companies under or in connection with any BGS Supply agreement. The BGS-LRTP Supplier agrees to take such action as Buyer reasonably requires in order required to perfect in favor of each of the Companies a first-first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of DefaultDefault caused by the BGS-LRTP Supplier, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion each of the Collateral Requirement, Buyer Companies affected by such default may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party such Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then BGS-LRTP Supplier held by or for the benefit of Buyer such Company whether held in connection with this Agreement or any other agreement(s) between such Company and the BGS-LRTP Supplier for the provision of BGS Supply; (iii) draw on any outstanding letter of credit issued for the benefit of such Company; and (iv) liquidate all security held by or for the benefit of such Company free from any claim or right of any nature whatsoever of Sellerthe BGS-LRTP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-LRTP Supplier. Buyer The Company or Companies affected by such default shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-LRTP Supplier’s obligations obligation under this Agreement or any other agreement(s) between such Company and the Agreement BGS-LRTP Supplier for the provision of BGS Supply (Seller the BGS-LRTP Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to the BGS-LRTP Supplier: Notification information for each BGS-LRTP Supplier is set forth on Appendix A hereto. If to one or more of the Companies, to: With a copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided, however, that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementAgreement, as applicable, hereunder, Seller each Participating LSE hereby grants to Buyerthe ATSI Utilities a present and continuing security interest in, and lien on (and right of setoff against), its right, title and interest, whether now owned or hereafter acquired or arising, in (i) all securities, instruments (including promissory notes), money (each of the foregoing terms as defined in the secured partyUCC), a cash and other tangible property delivered by such Participating LSE (or its agents or custodians) to and held by the ATSI Utilities and (ii) all proceeds (as defined in the UCC) of any and all of the foregoing. Each Participating LSE agrees to take such action as reasonably required to create and perfect the ATSI Utilities’ first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or at any time after the occurrence or deemed occurrence and during the continuation of an Event default by a Participating LSE of Default, an Early Termination Date or an occasion provided for in its obligation under this Agreement where Buyer is authorized to retain all or a portion of misrepresentation by it, the Collateral Requirement, Buyer ATSI Utilities may do any one or more of the followingfollowing in any order: (ai) exercise any of the rights and remedies of a secured party with respect the ATSI Utilities, including the right to set-off and liquidation, against any and all Performance Assurance or other collateral of such Participating LSE in the Collateral Requirement, as applicablepossession of the ATSI Utilities, including any such rights and remedies under Law law then in effect; (b) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then held by or for the benefit of Buyer , free from any claim or right of any nature whatsoever of Seller, including such Participating LSE and (ii) draw on any equity or right outstanding Letter of purchase or redemption Credit provided by Sellersuch Participating LSE. Buyer shall The ATSI Utilities will apply the proceeds of the collateral Performance Assurance realized upon the exercise of any such rights or remedies to reduce Sellersuch Participating LSE’s obligations obligation under the Agreement (Seller remaining this Agreement, and such Participating LSE shall remain liable for any amounts owing to Buyer the ATSI Utilities after such application), subject to the Buyer’s ATSI Utilities’ obligation to return any surplus proceeds remaining after all such obligations are satisfied in full. All notices, demands or requests regarding Performance Assurance or deposit transfers shall be sent in accordance with Section 10.1.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, CPP-B Supplier delivered Margin or collateral hereunder, Seller the CPP-B Supplier hereby grants to Buyer, as the secured party, Company a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyerthe Company, and in all amounts owed to the CPP-B Supplier by the Company under or in connection with any CPP Supply agreement. Within thirty (30) days of the delivery of the Collateral Requirement, Seller The CPP-B Supplier agrees to take such action as Buyer reasonably requires in order required to perfect in favor of the Company a first-first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of DefaultDefault caused by the CPP-B Supplier, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Collateral Requirement, Buyer Company may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party the Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller the CPP-B Supplier in the possession of the Buyer Company whether held in connection with this Agreement or Buyer’s agentany other agreement(s) between the Company and the CPP-B Supplier for the provision of CPP Supply; (ciii) draw on any outstanding Letter letter of Credit credit issued for its benefit or retain any cash depositthe Company’s benefit; and (div) liquidate the Collateral Requirement then all security held by or for the benefit of Buyer the Company free from any claim or right of any nature whatsoever of Sellerthe CPP-B Supplier, including any equity or right of purchase or redemption by Sellerthe CPP-B Supplier. Buyer The Company shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe CPP-B Supplier’s obligations obligation under this Agreement or any other agreement(s) between the Agreement Company and the CPP-B Supplier for the provision of CPP Supply (Seller the CPP-B Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to the return of any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to the CPP-B Supplier: Notification information for each CPP-B Supplier is set forth on Appendix A hereto. If to the Company to: Commonwealth Edison Company One Financial Place 000 X. XxXxxxx Street – Suite 3300 Chicago, Illinois 60605 Attention: Vice President – Energy Acquisition Facsimile No.: (000) 000-0000 Confirmation No.: (000) 000-0000000 Copy to: Commonwealth Edison Company One Financial Place 000 X. XxXxxxx Street – Suite 3300 Chicago, Illinois 60605 Attention: Senior Vice President & Deputy General Counsel Facsimile No.: (000) 000-0000 Confirmation No.: (000) 000-0000 or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided, however, that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-FP Supplier delivered Margin or collateral hereunder, Seller the BGS-FP Supplier hereby grants to Buyer, as the secured party, Companies a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyerthe Companies, and in all amounts owed to the BGS-FP Supplier by the Companies under or in connection with any BGS Supply agreement. Within thirty (30) days of The BGS-FP Supplier and the delivery of the Collateral Requirement, Seller agrees Companies agreeagrees to take such action as Buyer reasonably requires in order required to perfect in favor of the secured Party’sCompanies a first-first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after or during the occurrence of an Event of DefaultDefault caused by the BGS-FP Supplier, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Collateral Requirement, Buyer Companies may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party the Companies with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its their rights of setoff against any and all property of Seller the BGS-FP Supplier in the possession of the Buyer Companies whether held in connection with this Agreement or Buyer’s agentany other agreement(s) between a Company and the BGS- FP Supplier for the provision of BGS Supply; (ciii) draw on any outstanding Letter letter of Credit credit issued for its benefit or retain any cash depositthe Companies’ benefit; and (div) liquidate the Collateral Requirement then all security held by or for the benefit of Buyer a Company free from any claim or right of any nature whatsoever of Sellerthe BGS-FP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-FP Supplier. Buyer The Companies shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-FP Supplier’s obligations obligation under this Agreement or any other agreement(s) between a Company and the Agreement BGS-FP Supplier for the provision of BGS Supply (Seller the BGS-FP Supplier remaining liable for any amounts owing to Buyer the Companies after such application), subject to the Buyer’s Companies’ obligation to the return of any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to the BGS-FP Supplier, as: Notification information for each BGS-FP Supplier is set forth on Appendix A hereto. If to the Companies, to: With a copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided, however, that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing. ARTICLE 8: SECURITY INSTRUMENTS

Grant of Security Interest/Remedies. ‌ To secure its obligations under this Agreement Assignment and to the extent Seller Assignee delivers the Collateral Requirement, as applicable, Assignment Performance Assurance hereunder, Seller Assignee hereby grants to BuyerAssignor, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Assignment Performance Assurance posted with Buyer Assignor in the form of cash or Letter of Credit collateral and cash-equivalent 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, BuyerAssignor. Within thirty (30) days of the delivery of the Collateral RequirementAssignment Performance Assurance, Seller Assignee agrees to take such action as Buyer Assignor reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Assignment Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence occurrence, and during the continuation, of an Event of Default, EOD or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Assignor, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicableall Assignment Performance Assurance, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Assignee, as the Defaulting Party, in the possession of the Buyer Assignor or BuyerAssignor’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Assignment Performance Assurance, then held by or for the benefit of Buyer Assignor free from any claim or right of any nature whatsoever of SellerAssignee, including any equity or right of purchase or redemption by SellerAssignee. Buyer Assignor shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce SellerAssignee’s obligations under the Agreement this Assignment (Seller Assignee remaining liable for any amounts owing to Buyer Assignor after such application), subject to the BuyerAssignor’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. The rights and obligations of the Parties under this Section 9.4shall not limit or in any way affect the rights and obligations of the Parties under any other contract, agreement or transaction between them, or under any tariffs of Assignor that may be applicable to such other contracts, agreements or transactions.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-FP Supplier delivered Margin or collateral hereunder, Seller the BGS-FP Supplier hereby grants to Buyer, as each of the secured party, CompaniesCompany a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days each of the delivery CompaniesCompany, and in all amounts owed to the BGS-FP Supplier by each of the Collateral Requirement, Seller CompaniesCompany under or in connection with any BGS Supply agreement. The BGS-FP Supplier agrees to take such action as Buyer reasonably requires in order required to perfect in favor of each of the CompaniesCompany a first-first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of DefaultDefault caused by the BGS-FP Supplier, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion each of the Collateral Requirement, Buyer Companies affected by such defaultthe Company may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party suchthe Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then BGS-FP Supplier held by or for the benefit of Buyer suchthe Company whether held in connection with this Agreement or any other agreement(s) between suchthe Company and the BGS-FP Supplier for the provision of BGS Supply; (iii) draw on any outstanding letter of credit issued for the benefit of suchthe Company; and (iv) liquidate all security held by or for the benefit of suchthe Company free from any claim or right of any nature whatsoever of Sellerthe BGS-FP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-FP Supplier. Buyer The Company or Companies affected by such default shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-FP Supplier’s obligations obligation under this Agreement or any other agreement(s) between suchthe Company and the Agreement BGS-FP Supplier for the provision of BGS Supply (Seller the BGS-FP Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to the BGS-FP Supplier: Notification information for each BGS-FP Supplier is set forth on Appendix A hereto. If to one or more of the CompaniesCompany, to: Xxxxx X. Xxxxxx Vice President, Strategic Initiatives Ameren Services CompanyPower Supply Acquisition AmerenIP 0000 Xxxxxxxx Xxxxxx, XX 0000 Xx. Xxxxx, XX 00000 (000) 000-0000 (phone) (000) 000-0000 (fax) With copies to: Xxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx, XX 0000 Xx. Xxxxx, XX 00000 (000) 000-00000000 (phone) (000) 000-0000 (fax) and Credit Risk Management Department Attention: Power Procurement Auction, Illinois Utilities Ameren Services Company 0000 Xxxxxxxx Xxxxxx, XX 000 Xx. Xxxxx, XX 00000 (000) 000-0000 (phone) (000) 000-0000 (fax) or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided, however, that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers that the Collateral Requirement, as applicable, BGS-FP Supplier delivered Margin or collateral hereunder, Seller the BGS-FP Supplier hereby grants to Buyer, as each of the secured party, Companies a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days each of the delivery Companies, and in all amounts owed to the BGS-FP Supplier by each of the Collateral Requirement, Seller Companies under or in connection with any BGS Supply agreement. The BGS-FP Supplier agrees to take such action as Buyer reasonably requires in order required to perfect in favor of each of the Companies a first-first priority security interest in, and lien on (and right of setoff against), such Collateral Requirement collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of DefaultDefault caused by the BGS-FP Supplier, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion each of the Collateral Requirement, Buyer Companies affected by such default may do any one or more of the following: (ai) exercise any of the rights and remedies of a secured party such Company with respect to the Collateral Requirement, as applicableall collateral, including any such rights and remedies under Law law then in effect; (bii) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then BGS-FP Supplier held by or for the benefit of Buyer such Company whether held in connection with this Agreement or any other agreement(s) between such Company and the BGS-FP Supplier for the provision of BGS Supply; (iii) draw on any outstanding letter of credit issued for the benefit of such Company; and (iv) liquidate all security held by or for the benefit of such Company free from any claim or right of any nature whatsoever of Sellerthe BGS-FP Supplier, including any equity or right of purchase or redemption by Sellerthe BGS-FP Supplier. Buyer The Company or Companies affected by such default shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Sellerthe BGS-FP Supplier’s obligations obligation under this Agreement or any other agreement(s) between such Company and the Agreement BGS-FP Supplier for the provision of BGS Supply (Seller the BGS-FP Supplier remaining liable for any amounts owing to Buyer the Company after such application), subject to the BuyerCompany’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. All notices, demands or requests regarding credit requirements and credit related security or deposit transfers shall be in writing and shall be personally delivered or sent by overnight express mail, courier service or facsimile transmission (with the original transmitted by any of the other aforementioned delivery methods) addressed as follows: If to the BGS-FP Supplier: Notification information for each BGS-FP Supplier is set forth on Appendix A hereto. If to one or more of the Companies, to: With a copy to: or to such other person at such other address as a Party shall designate by like notice to the other Party. Notice received after the close of the Business Day shall be deemed received on the next Business Day; provided, however, that notice by facsimile transmission shall be deemed to have been received by the recipient if the recipient confirms receipt telephonically or in writing.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon- Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under Law law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Sellerwhatsoever, including any equity or right of purchase or redemption by the Seller. The Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. The provisions of this Section 8.3 do not apply to the portion of the Delivery Term Security referenced in Section 8.4(a)(iii)(B).

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, BuyerXxxxx. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security or Delivery Term Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-first- priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral RequirementProject Development Security, or Delivery Term Security, as applicable, applicable hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement Performance Assurance posted with Buyer in the form of cash or Letter of Credit collateral and cash equivalent 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, BuyerXxxxx. Within thirty (30) days of the delivery of the Collateral RequirementProject Development Security or Delivery Term Security as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement Performance Assurance 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, Default or an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of Date, Buyer, as the Collateral RequirementNon-Defaulting Party, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirementall Project Development Security orDelivery Term Security, as applicable, including any such rights and remedies under the Law then in effect; (b) exercise its rights of setoff against any and all property of Seller Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash depositbenefit; and (d) liquidate the Collateral Requirement all Project Development Security or Delivery Term Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.