Common use of Letters of Credit; Cash Collateral Accounts; Acknowledgment of Security Interest Clause in Contracts

Letters of Credit; Cash Collateral Accounts; Acknowledgment of Security Interest. (a) Subject to the terms of this Section 5.5(a), nothing contained in this Agreement shall be construed (i) to impair the rights of any Secured Commodity Hedging Counterparty to exercise its rights and remedies with respect to any cash collateral pledged for its sole benefit or as a beneficiary under and pursuant to any Other Credit Support issued or pledged in its favor in accordance with the terms of all of the Financing Documents, (ii) to impair the rights of any Commodity Hedging Counterparty to exercise any of its rights and remedies as an unsecured creditor under any or all Secured Hedging Agreements, subject to Section 3.1(b), or (iii) to impair the rights of any Secured Commodity Hedging Counterparty to exercise its rights to setoff and net amounts under and among any Secured Hedging Agreement to which it is a party in accordance with the terms thereof; provided that each Secured Commodity Hedging Counterparty agrees that it shall only exercise such rights of setoff and netting, in the case of any Secured Commodity Hedging Counterparty, among amounts owing by or to such Secured Commodity Hedging Counterparty under any Secured Commodity Hedging Agreements to which it is a party. (b) Notwithstanding anything to the contrary, in the event any cash collateral accounts are established in connection with cash collateralizing Letters of Credit as contemplated by the definition of Discharge of Secured Obligations and the definition of Discharge of Credit Agreement Obligations or as otherwise contemplated by the Financing Documents, such cash collateral account shall only be for the benefit of the particular Secured Party or Secured Parties who issued or have participation interests in such Letters of Credit being cash collateralized. (c) Each of the Secured Commodity Hedging Counterparties hereby acknowledges and consents to the applicable Loan Party’s collateral assignment (subject to Section 5.5(a)) for the benefit of the Secured Parties of such Loan Party’s rights, title and interest, in, to and under each of the Secured Commodity Hedging Agreements to which it is a party.

Letters of Credit; Cash Collateral Accounts; Acknowledgment of Security Interest. (a) Subject to the terms of this Section 5.5(a), nothing contained in this Agreement shall be construed (i) to impair the rights of any Secured Commodity Hedging Hedge Counterparty to exercise its rights and remedies with respect to any cash collateral pledged for its sole benefit or as a beneficiary under and pursuant to any Other Credit Support issued or pledged in its favor in accordance with the terms of all of the Financing Documents, (ii) to impair the rights of any Commodity Hedging Counterparty to exercise any of its rights and remedies as an unsecured creditor under any or all Secured Hedging Agreements, subject to Section 3.1(b), or (iii) to impair the rights of any Secured Commodity Hedging Hedge Counterparty to exercise its rights to setoff and net amounts under and among any Secured Hedging Agreement to which it is a party in accordance with the terms thereof; provided that each Secured Commodity Hedging Hedge Counterparty agrees that it shall only exercise such rights of setoff and netting, in the case of any Secured Commodity Hedging Hedge Counterparty, among amounts owing by or to such Secured Commodity Hedging Hedge Counterparty under any Secured Commodity Hedging Agreements to which it is a party. (b) Notwithstanding anything to the contrary, in the event any cash collateral accounts (including any Cash Collateral Accounts) are established in connection with cash collateralizing Letters of Credit or Swingline Loans as contemplated by the definition of Discharge of Secured Obligations and the definition of Discharge of Credit Agreement Obligations or as otherwise contemplated by the Financing Documents, such cash collateral account shall only be for the benefit of the particular Secured Party or Secured Parties who issued or have participation interests in such Letters of Credit or Swingline Loans being cash collateralized. (c) Each of the Secured Commodity Hedging Hedge Counterparties hereby acknowledges and consents to the applicable Loan Party’s collateral assignment (subject to Section 5.5(a)) for the benefit of the Secured Parties of such Loan Party’s rights, title and interest, in, to and under each of the Secured Commodity Hedging Hedge and Power Sales Agreements to which it is a party.

Letters of Credit; Cash Collateral Accounts; Acknowledgment of Security Interest. (a) Subject to the terms of this Section 5.5(a), nothing contained in this Agreement shall be construed (i) to impair the rights of any Secured Commodity Hedging Hedge Counterparty to exercise its rights and remedies with respect to any cash collateral pledged for its sole benefit or as a beneficiary under and pursuant to any Other Credit Support issued or pledged in its favor in accordance with the terms of all of the Financing Documents, (ii) to impair the rights of any Commodity Hedging Counterparty to exercise any of its rights and remedies as an unsecured creditor under any or all Secured Hedging Agreements, subject to Section 3.1(b), or (iii) to impair the rights of any Secured Commodity Hedging Hedge Counterparty to exercise its rights to setoff and net amounts under and among any Secured Hedging Agreement to which it is a party in accordance with the terms thereof; provided that each Secured Commodity Hedging Hedge Counterparty agrees that it shall only exercise such rights of setoff and netting, in the case of any Secured Commodity Hedging Hedge Counterparty, among amounts owing by or to such Secured Commodity Hedging Hedge Counterparty under any Secured Commodity Hedging Agreements to which it is a party. (b) Notwithstanding anything to the contrary, in the event any cash collateral accounts Cash Collateral Accounts are established in connection with cash collateralizing Letters of Credit as contemplated by the definition of Discharge of Secured Obligations and the definition of Discharge of Credit Agreement Obligations or as otherwise contemplated by the Financing Documents, such cash collateral account shall only be for the benefit of the particular Secured Party or Secured Parties who issued or have participation interests in such Letters of Credit being cash collateralized. (c) Each of the Secured Commodity Hedging Hedge Counterparties hereby acknowledges and consents to the applicable Loan Party’s collateral assignment (subject to Section 5.5(a)) for the benefit of the Secured Parties of such Loan Party’s rights, title and interest, in, to and under each of the Secured Commodity Hedging Hedge and Power Sales Agreements to which it is a party.

Letters of Credit; Cash Collateral Accounts; Acknowledgment of Security Interest. (a) Subject to the terms of this Section 5.5(a8.3(a), nothing contained in this Agreement shall be construed (i) to impair the rights of any Secured Commodity Hedging Hedge Counterparty to exercise its rights and remedies with respect to any cash collateral pledged for its sole benefit or as a beneficiary under and pursuant to any Other Credit Support issued or pledged in its favor in accordance with the terms of all of the Financing Documentsfavor, (ii) to impair the rights of any Commodity Hedging Hedge Counterparty to exercise any of its rights and remedies as an unsecured creditor under any or all Secured Hedging AgreementsCommodity Hedge and Power Sales Agreements to which it is a party; provided that in the event that any Commodity Hedge Counterparty becomes a judgment lien creditor in respect of the Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to Section 3.1(b)the terms of this Agreement for all purposes (including in relation to the Liens and Secured Obligations) and shall secure on a pari passu basis with the Liens securing all other Secured Obligations of such Commodity Hedge Counterparty, to the same extent as all other Liens securing the Secured Obligations of such Commodity Hedge Counterparty subject to the terms of this Agreement, or (iii) to impair the rights of any Secured Commodity Hedging Hedge Counterparty to exercise its rights to setoff and net amounts under and among any Secured Hedging Commodity Hedge and Power Sales Agreement to which it is a party in accordance with the terms thereofparty; provided that each Secured Commodity Hedging Hedge Counterparty agrees that it shall only exercise such rights of setoff and netting, in the case of any Secured Commodity Hedging Counterparty, netting among amounts owing by or to such Commodity Hedge Counterparty under the Secured Commodity Hedging Counterparty under any Secured Commodity Hedging Hedge and Power Sales Agreements to which it is a party. (b) Notwithstanding anything to the contrarycontrary set forth herein, in the event any cash collateral accounts are established in connection with cash collateralizing Letters letters of Credit credit as contemplated by the definition of Discharge of Secured Obligations and the definition of Discharge of Credit Agreement Priority Lien Obligations or as otherwise contemplated by the Financing Secured Debt Documents, such cash collateral account shall only be for the benefit of the particular Secured Party or Secured Parties who issued or have has participation interests in such Letters letters of Credit credit being cash collateralized. (c) Each of the Secured Commodity Hedging Counterparties hereby acknowledges and consents to the applicable Loan Party’s collateral assignment (subject to Section 5.5(a)) for the benefit of the Secured Parties of such Loan Party’s rights, title and interest, in, to and under each of the Secured Commodity Hedging Agreements to which it is a party.