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 either or both Parties deliver Performance Assurance hereunder, each Party (a "Pledgor") hereby grants to the other Party (the "Secured Party") a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Performance Assurance, any Independent Amounts 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 Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts 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 or an Early Termination Date, the Non-Defaulting Party may do any one or more of the following: (i) exercise any rights and remedies of a secured party with respect to any Performance Assurance and any Independent Amounts, including any such rights and remedies at law; (ii) exercise its right of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate any Performance Assurance and any Independent Amounts then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds realized upon the exercise of any such rights or remedies to reduce Pledgor’s obligations under the Agreement (Pledgor shall remain liable for any amounts owing to the Secured Party after such application). The Secured Party shall return any surplus proceeds that remain after such obligations are satisfied in full. Annex A-1 Credit Support Annex Definitions

Grant of Security Interest/Remedies. (a) To secure its obligations under this Agreement Agreement, and to the extent either or both Parties deliver Performance Assurance hereunderuntil released as provided herein, each Party (a "Pledgor") Seller hereby grants to the other Party (the "Secured Party") Buyer a present and continuing security interest in, and lien on (and right of setoff against), and collateral assignment of, the Performance Assurance and all such Performance Assurance, any Independent Amounts cash 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 Secured PartyBuyer, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured PartyXxxxx’s first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts 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 or an Early Termination Date, Buyer, if it is the Non-Defaulting Party Party, may do any one or more of the following: (i) exercise any of the rights and remedies of a secured party Buyer with respect to any all Performance Assurance and any Independent AmountsAssurance, including any such rights and remedies at lawunder law then in effect; (ii) exercise its right rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate any all Performance Assurance and any Independent Amounts then held by or for the benefit of the Secured Party Buyer free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured 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 PledgorSeller’s obligations under the Agreement (Pledgor shall remain Seller remaining liable for any amounts owing to the Secured Party Buyer after such application). The Secured Party shall , subject to Buyer’s obligation to return any surplus proceeds that remain remaining after such obligations are satisfied in full. Annex A-1 Credit Support Annex Definitions.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement the Contract, and to the extent either or both Parties deliver it delivers Performance Assurance hereunderhereunder as the Providing Party, each Party (a "Pledgor") hereby grants to the other Party (the "Secured Requesting Party") , as secured party, a present and continuing security interest in, and lien on (on, and right of setoff against), and assignment of, all such Performance AssuranceAssurance in the form of cash, any Independent Amounts and any and all proceeds resulting therefrom therefrom, held by or the liquidation thereof, whether now or hereafter held by, on behalf of, or for of the benefit of, such Secured Requesting Party, and each . The Providing Party agrees to take such further action as the other Requesting Party may reasonably requires require in order to perfect perfect, maintain, and protect the Secured Requesting Party’s first-priority security interest in, and lien on (and right of setoff against), in such Performance Assurance, Independent Amounts and any and all proceeds resulting therefrom or from the liquidation thereofcollateral. Upon or any time after the occurrence or deemed occurrence and during the continuation continuance of an Event of Default or an Early Termination Datewith respect to the Providing Party, the Non-Defaulting Requesting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a secured party under applicable law with respect to any all Performance Assurance and any Independent Amounts, including any such rights and remedies at lawAssurance; (ii) exercise its right of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agentPerformance Assurance; (iii) draw on any outstanding Letter of Credit issued for its benefit; , and (iv) liquidate any all Performance Assurance and any Independent Amounts then held by or for the benefit of the Secured Requesting Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Providing Party. The Secured Requesting Party shall either apply the proceeds of the Performance Assurance realized upon the exercise of any such rights or remedies to reduce Pledgorthe Providing Party’s obligations under the Agreement (Pledgor Contract, in such order as it elects, and the Providing Party shall remain liable for any amounts owing to the Secured Requesting Party after such application). The Secured Party shall , subject to the Requesting Party’s obligation to return any surplus proceeds that remain remaining after such obligations are satisfied in full. Annex A-1 Credit Support Annex Definitions, or hold such proceeds as collateral security for the Providing Party’s obligations under the Contract.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either Seller delivers Project Development Security or both Parties deliver Performance Assurance hereunderDelivery Term Security, each Party (a "Pledgor") as applicable, hereunder in the form of cash, Seller hereby grants to the other Party (the "Secured Party") Buyer a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Performance Assurance, any Independent Amounts Project Development Security or 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, such Secured PartyBuyer, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured PartyBuyer’s first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts 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 or an Early Termination Date, and Buyer is the Non-Defaulting Party Party, Buyer may do any one or more of the following: (i) exercise any of the rights and remedies of a secured party with respect to any Performance Assurance and any Independent Amountsall Project Development Security or Delivery Term Security, as applicable, including any such rights and remedies at lawunder Law then in effect; (ii) exercise its right of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iviii) liquidate any Performance Assurance and any Independent Amounts all Project Development Security or Delivery Term Security, as applicable then held by or for the benefit of the Secured Party Buyer free from any claim or right of any nature whatsoever of Seller except the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Partyto receive surplus proceeds described below in this subsection. The Secured Party Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce PledgorSeller’s obligations under the Agreement (Pledgor shall remain Seller remaining liable for any amounts owing to the Secured Party Buyer after such application). The Secured Party Buyer shall return any surplus proceeds that remain from the realization of collateral described in this subsection remaining after such obligations are satisfied in full. Annex A-1 Credit Support Annex Definitionsfull 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 Agreement, the extent either or both Parties deliver Performance Assurance hereunder, each Party (a "Pledgor") SSO Supplier hereby grants to the other Party (the "Secured Party") The Dayton Power and Light Company a present and continuing security interest in, and lien on (and right of setoff against), its right, title and assignment ofinterest, whether now owned or hereafter acquired or arising, in (i) all such Performance Assurance, any Independent Amounts 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 UCC), 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 resulting therefrom or (as defined in the liquidation thereof, whether now or hereafter held by, on behalf of, or for UCC) of any and all of the benefit of, such Secured Party, and each Party foregoing. The SSO Supplier agrees to take such action as the other Party reasonably requires in order required to create and perfect the Secured PartyThe Dayton Power and Light Company’s first-first priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts 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 where an SSO Supplier is the Defaulting Party or an Early Termination DateDate (whether or not such SSO Supplier was the Defaulting Party), the Non-Defaulting Party The Dayton Power and Light Company may do any one or more of the followingfollowing in any order: (i) 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 this Agreement or any Performance Assurance and any Independent AmountsOther SSO Supply Agreement, including any such rights and remedies at law; (ii) exercise its right of setoff against any and all property of the Defaulting Party under law then in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate any Performance Assurance and any Independent Amounts then held by or for the benefit of the Secured Party effect, free from any claim or right of any nature whatsoever of the Defaulting Party, including such SSO Supplier; and (ii) draw on any equity or right outstanding Letter of purchase or redemption Credit provided by the Defaulting Partysuch SSO Supplier. The Secured Party shall Dayton Power and Light Company will apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Pledgorsuch SSO Supplier’s obligations obligation under the this Agreement (Pledgor and under any Other SSO Supply Agreement, and such SSO Supplier shall remain liable for any amounts owing to the Secured Party The Dayton Power and Light Company after such application). , subject to The Secured Party shall Dayton Power and Light Company’s obligation to return any surplus proceeds that remain remaining after all such obligations are satisfied in full. Annex A-1 Credit Support Annex DefinitionsAll 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 either or both Parties deliver Seller delivers Performance Assurance hereunder, each Party (a "Pledgor") Seller hereby grants to the other Party (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 the Performance Assurance, any Independent Amounts 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, such Secured PartyBuyer, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s Buyer's first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon Upon, or at any time after the occurrence or deemed occurrence and during the continuation of of, an Event of Default by Seller, or an Early a Termination DateDate as a result thereof or in connection with a claim by Buyer for indemnification under Article XIII, the Non-Defaulting Party or as otherwise provided in this Agreement, Buyer may do any one or more of the following: (i) exercise any of the rights and remedies of a secured party with respect to any all Performance Assurance and any Independent AmountsAssurance, including any such legal rights and remedies at lawthen in effect; (ii) exercise its right rights of setoff against such collateral and any and all property of proceeds resulting therefrom or from the Defaulting Party in the possession of the Non-Defaulting Party or its agentliquidation thereof; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate all or any portion of any Performance Assurance and any Independent Amounts then held by or for the benefit of the Secured Party Buyer free from any claim or right of any nature whatsoever of the Defaulting PartySeller, including any equity or right of purchase or redemption by the Defaulting PartySeller. The Secured Party Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Pledgor’s the Seller's obligations under the Agreement (Pledgor shall remain Seller remaining liable for any amounts owing to the Secured Party Buyer after such application). The Secured Party shall , subject to Buyer's obligation to return any surplus proceeds that remain remaining after such obligations are satisfied in full. Annex A-1 Credit Support Annex Definitions.

Grant of Security Interest/Remedies. Section 8.3 is deleted and replaced with the following provision: To secure its obligations under this Agreement and to the extent either or both Parties deliver Performance Assurance hereundera Party delivers (each such delivering party, each Party (a "Pledgor") hereby grants Performance Assurance hereunder in the form of cash or cash equivalent to the other Party (the each such other Party, a "Secured Party") ), such Pledgor hereby grants, pledges and assigns to such Secured Party, as security for the payment and performance of such Pledgor's obligations owing to the Secured Party under this Agreement, a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Performance Assurance, any Independent Amounts cash 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 Secured Party, and each Party such Plegor agrees to take such action as the other such Secured Party reasonably requires in order to perfect the such Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts 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 or an Early Termination Date, the Non-Defaulting Party that is a Secured Party may do any one or more of the following: (i) exercise any of the rights and remedies of a secured party Secured Party with respect to any all Performance Assurance and any Independent AmountsAssurance, including any such rights and remedies at lawunder law then in effect; (ii) exercise its right rights of setoff against any and all property of the Defaulting Party that is a Pledgor in the possession of the Non-Defaulting Party that is a Secured Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate any all Performance Assurance and any Independent Amounts then held by or for the benefit of the Non-Defaulting Party that is a Secured Party free from any claim or right of any nature whatsoever of the Defaulting PartyParty that is a Pledgor, including any equity or right of purchase or redemption by the Defaulting PartyParty that is a Pledgor . The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s obligations under the this Agreement (the Pledgor shall remain remaining liable for any amounts owing to the Secured Party after such application). The , subject to the Secured Party shall Party’s obligation to return to the Pledgor any surplus proceeds that remain remaining after such obligations are satisfied in full. Annex A-1 Credit Support Annex Definitions.

Grant of Security Interest/Remedies. To secure its obligations under this the Agreement and to the extent either or both Parties deliver Performance Assurance hereunder, unless prohibited by applicable law, each Party (a "“Pledgor"”) hereby grants to the other Party (the "“Secured Party"”) a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Performance Assurance, any Independent Amounts cash 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 Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts 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 or an Early Termination Date, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a secured party with respect to any all Performance Assurance and any Independent AmountsAssurance, including any such rights and remedies at lawunder law then in effect; (ii) exercise its right rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate any all Performance Assurance and any Independent Amounts then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s obligations under the Agreement (the Pledgor shall remain remaining liable for any amounts owing to the Secured Party after such application). The , subject to the Secured Party shall Party’s obligation to return any surplus proceeds that remain remaining after such obligations are satisfied in full. Annex A-1 Credit Support Annex Definitions.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Performance Assurance Credit Support hereunder, each Party (a "“Pledgor"”) hereby grants to the other Party (the "“Secured Party"”) a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Performance Assurance, any Independent Amounts cash 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 Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon TPS’s receipt of settlement payments from CAISO, the settlement payments shall be deemed Credit Support posted by Customer until disbursed to Customer by TPS under Section 7.2. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default or an Early Termination DateDefault, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a secured party Secured Party with respect to any Performance Assurance and any Independent Amountsall Credit Support, including any such rights and remedies at lawunder law then in effect; (ii) exercise its right rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate any Performance Assurance and any Independent Amounts all Credit Support then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s obligations under the Agreement (the Pledgor shall remain remaining liable for any amounts owing to the Secured Party after such application). The , subject to the Secured Party shall Party’s obligation to return any surplus proceeds that remain remaining after such obligations are satisfied in full. Annex A-1 Credit Support Annex Definitions.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Performance Assurance in the form of cash or other collateral (excluding, for the avoidance of doubt, a letter of credit or a guaranty) hereunder, each the Posting Party (a "Pledgor") hereby grants to the other Secured Party (the "Secured Party") a present and continuing security interest in, and lien on (and right of setoff against), and collateral assignment of, all such Performance Assurance, any Independent Amounts and any Assurance or 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, such Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts 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 occurrence and during the continuation designation of an Event of Default or an Early Termination Date, the Non-Defaulting Performing Party may do any one or more of the following: (ia) exercise any of the rights and remedies of a secured party Secured Party with respect to any all Performance Assurance and any Independent Amountsor other collateral or security posted by the Defaulting Party, including any such rights and remedies at lawunder law then in effect; (iib) exercise its right rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Performing Party or its agent; (iiic) draw on any outstanding Letter letter of Credit credit issued for its benefitthe Performing Party’s benefit on behalf of the Defaulting Party; and (ivd) liquidate any all Performance Assurance Assurance, collateral or other security posted by the Defaulting Party and any Independent Amounts then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds realized upon the exercise of any such rights or remedies to reduce Pledgorthe Posting Party’s obligations under the this Agreement (Pledgor shall remain the Posting Party remaining liable for any amounts owing to the Secured Party after such application). The , subject to the Secured Party shall Party’s obligation to return any surplus proceeds that remain remaining after such obligations are satisfied in full. Annex A-1 Credit Support Annex DefinitionsUpon 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 either or both Parties deliver Performance Assurance hereunder, each Party (a "Pledgor") hereby grants to the other Party (the "Secured Party") a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Performance Assurance, any Independent Amounts cash 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 Secured Party, and each Party PPLM agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s 's first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts 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 or an Early Termination DateDefault, the Non-Defaulting Party may do any one anyone or more of the following: (i) exercise any of the rights and remedies of a secured party Secured Party with respect to any all Performance Assurance and any Independent AmountsAssurance, including any such rights and remedies at lawunder law then in effect; (ii) exercise its right rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate any all Performance Assurance and any Independent Amounts then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s 's obligations under the this Agreement (the Pledgor shall remain remaining liable for any amounts owing to the Secured Party PPLM after such application). The , subject to the Secured Party shall Party's obligation to return any surplus proceeds that remain remaining after such obligations are satisfied in full. Annex A-1 Credit Support Annex Definitions".

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Performance Assurance hereunder, each Party (a "Pledgor") hereby grants to the other Party (the "Secured Party") a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Performance Assurance, any Independent Amounts cash 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 Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-'s first priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts collateral and any and all proceeds resulting therefrom or from the liquidation thereof. thereof Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default or an Early Termination Date, the Non-Defaulting Party may do any one or more of the following: (i1) exercise any of the rights and remedies of a secured party Secured Party with respect to any all Performance Assurance and any Independent AmountsAssurance, including any such rights and remedies at lawunder law then in effect; (ii) exercise its right rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate any all Performance Assurance and any Independent Amounts then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s 's obligations under the Agreement (the Pledgor shall remain remaining liable for any amounts owing to the Secured Party after such application). The , subject to the Secured Party shall Party's obligation to return any surplus proceeds that remain remaining after such obligations are satisfied in full. Annex A-1 Credit Support Annex Definitions.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Performance Assurance hereunder, each Party (a "“Pledgor"”) hereby grants to the other Party (the "“Secured Party"”) a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Performance Assurance, any Independent Amounts cash 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 Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts 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 or an Early Termination Date, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a secured party Secured Party with respect to any all Performance Assurance and any Independent AmountsAssurance, including any such rights and remedies at lawunder law then in effect; (ii) exercise its right rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate any all Performance Assurance and any Independent Amounts then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s obligations under the Agreement (the Pledgor shall remain remaining liable for any amounts owing to the Secured Party after such application). The , subject to the Secured Party shall Party’s obligation to return any surplus proceeds that remain 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 Article Eight of the EEI Master Agreement: To secure its obligations under this Agreement, in addition to satisfying any credit terms pursuant to the terms of Section [8.1 or 8.2] to the extent marked applicable, Seller agrees to deliver to Buyer (the “Secured Party”) within thirty (30) days of the date on which all of the conditions precedent set forth in Section are either satisfied or waived, and Seller shall maintain in full force and effect a) until the Commercial Operation Date a [INSERT TYPE OF COLLATERAL] in the amount of $[ ], the form of which shall be determined in [the sole discretion of] [or] [by] Buyer and (b) from the Commercial Operation Date until the end of the Term [INSERT TYPE OF COLLATERAL]in the amount of $[ ], the form of which shall be determined [in the sole discretion of] [or][by] the Buyer. Annex A-1 Credit Support Annex DefinitionsAny such security shall not be deemed a limitation of damages.” (See: D.00-00-000, Appendix A.)

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Performance Assurance hereunder, each Party (a "“Pledgor"”) hereby grants to the other Party (the "“Secured Party"”) a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Performance Assurance, any Independent Amounts cash 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 Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts 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 or an Early Termination Date, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a secured party Secured Party with respect to any all Performance Assurance and any Independent AmountsAssurance, including any such rights and remedies at lawunder applicable Law then in effect; (ii) exercise its right rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate any all Performance Assurance and any Independent Amounts then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including including, without limitation, any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s obligations under the Agreement (the Pledgor shall remain remaining liable for any amounts owing to the Secured Party after such application). The , subject to the Secured Party shall Party’s obligation to return any surplus proceeds that remain remaining after such obligations are satisfied in full. Annex A-1 Credit Support Annex Definitions.]

Grant of Security Interest/Remedies. To secure its obligations under ----------------------------------- this Agreement and to the extent either or both Parties deliver Performance Assurance hereunder, each Party (a "Pledgor") hereby grants to the other Party (the "Secured Party") a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Performance Assurance, any Independent Amounts cash 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 Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-'s first- priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts 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 or an Early Termination Date, the Non-Non- Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a secured party Secured Party with respect to any all Performance Assurance and any Independent AmountsAssurance, including any such rights and remedies at lawunder law then in effect; (ii) exercise its right rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate any all Performance Assurance and any Independent Amounts then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s 's obligations under the Agreement (the Pledgor shall remain remaining liable for any amounts owing to the Secured Party after such application). The , subject to the Secured Party shall Party's obligation to return any surplus proceeds that remain remaining after such obligations are satisfied in full. Annex A-1 Credit Support Annex Definitions.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either Seller delivers the [Project Development Security], Interim Period Security, or both Parties deliver Performance Assurance Delivery Term Security, as applicable, hereunder, each Party (a "Pledgor") Seller hereby grants to Buyer, as the other Party (the "Secured Party") secured party, a present and continuing first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Performance Assurance, any Independent Amounts Assurance posted with Buyer in the form of cash 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 Secured PartyXxxxx. Within thirty days of the delivery of the Project Development Security, and each Party Interim Period Security, or Delivery Term Security, as applicable, Seller agrees to take such action as the other Party Buyer reasonably requires in order to perfect the Secured Party’s a first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts 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 or an Early Termination Date, Buyer, as the Non-Defaulting Party Party, may do any one or more of the following: (ia) exercise any of the rights and remedies of a secured party with respect to any Performance Assurance and any Independent Amountsall [Project Development Security], Interim Period Security, or Delivery Term Security, as applicable, including any such rights and remedies at lawunder the Law then in effect; (iib) exercise its right rights of setoff against any and all property of Seller, as the Defaulting Party Party, in the possession of the Non-Defaulting Party Buyer or its Buyer’s agent; (iiic) draw on any outstanding Letter of Credit issued for its benefit; and (ivd) liquidate any Performance Assurance and any Independent Amounts all [Project Development Security], Interim Period Security, or Delivery Term Security, as applicable, then held by or for the benefit of the Secured Party Buyer free from any claim or right of any nature whatsoever of the Defaulting PartySeller, including any equity or right of purchase or redemption by the Defaulting PartySeller. The Secured Party Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce PledgorSeller’s obligations under the Agreement (Pledgor shall remain Seller remaining liable for any amounts owing to the Secured Party Buyer after such application). The Secured Party shall , subject to the Buyer’s obligation to return any surplus proceeds that remain remaining after such obligations are satisfied in full. Annex A-1 Credit Support Annex Definitions.

Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Performance Assurance hereunder, each Party (a "Pledgor") hereby grants to the other Party (the "Secured Party") a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all such Performance Assurance, any Independent Amounts cash 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 Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance, Independent Amounts 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 or an Early Termination Date, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a secured party Secured Party with respect to any all Performance Assurance and any Independent AmountsAssurance, including any such rights and remedies at lawunder law then in effect; (ii) exercise its right rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate any all Performance Assurance and any Independent Amounts then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s obligations under the Agreement (the Pledgor shall remain remaining liable for any amounts owing to the Secured Party after such application). The , subject to the Secured Party shall Party’s obligation to return any surplus proceeds that remain remaining after such obligations are satisfied in full. Annex A-1 Credit Support Annex Definitions.