Common use of Performance Assurance Clause in Contracts

Performance Assurance. Seller shall deliver the Performance Assurance to Buyer on or before three (3) Business Days after the Effective Date. From and after delivery of the Performance Assurance, Seller shall maintain, or cause to be maintained, the Performance Assurance until the later of (i) two hundred and seventy (270) days after the termination or expiration of this Agreement or (ii) the resolution of all disputes pending pursuant to, in connection with, relating to or arising out of this Agreement and any Performance Assurance at the end of such two hundred and seventy (270) day period (or thereafter arising during the pendency of any such disputes) (such later date, the “Release Date”); provided, however, that, if this Agreement is terminated due to the failure to satisfy the condition precedent set forth in Section 2.3(b)(i), the Release Date shall be sixty (60) days after such termination. No later than three (3) Business Days following written notification from Buyer to Seller of any draw on any Performance Assurance, Seller shall replenish the Performance Assurance to an undrawn capacity equal to the Required PA Amount. If, at any time, (A) the Person issuing any Letter of Credit as part of the Performance Assurance at such time ceases to have the total assets or Credit Ratings required by the definition of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (B) any such Letter of Credit ceases to be in full force and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter of Credit with other Performance Assurance with undrawn capacity equal to the Required PA Amount. In addition to the replacement Performance Assurance that may be required pursuant to the preceding sentence, Seller shall, at any time and from time to time, have the right to replace the Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity equal to the Required PA Amount. Any Letter of Credit provided as Performance Assurance shall have an expiration date no sooner than 364 days after issuance, and Seller shall extend or replace (with other Performance Assurance with undrawn capacity equal to the Required PA Amount) such Letter of Credit by the date that is thirty (30) days prior to the expiration thereof. If Seller fails to extend or replace any Letter of Credit by the date that is thirty (30) days prior to the expiration thereof or fails to replace any Letter of Credit within the time period required by the fourth sentence of this Section 12.2, Buyer shall be entitled to draw the full amount of the Letter of Credit and treat the proceeds as Performance Assurance in the form of cash.

Performance Assurance. In addition to 10.1, if Seller shall deliver have reasonable grounds for insecurity at any time as to the ability of Buyer to perform its obligations under this Agreement, Seller may require Buyer to provide Performance Assurance to Buyer on in a form and in an amount determined by Seller in its sole discretion, and Seller may suspend any payment or before three (3) Business Days after the Effective Dateperformance obligation under this Agreement pending receipt of such Performance Assurance. From and after delivery of the Any Performance Assurance, Seller shall maintaincollateral, margin, or cause other credit support, including cash margin or any other payment or property transferred by one Party to the other Party as security, together with all proceeds, profits and products thereof, shall be maintained, referred to herein as "Collateral." Failure to provide the required Performance Assurance until the later of within two (i2) two hundred and seventy (270) days New York Banking Days after the termination or expiration such request has been made shall constitute a material breach of this Agreement entitling Seller to declare an Event of Default (as described in this Agreement), as well as to cancel its delivery or (ii) payment obligations and to offset any payments or deliveries due to Buyer under this Agreement or other agreements between the resolution of all disputes pending pursuant to, Parties. All costs in connection with, relating to or arising out of this Agreement and any with providing such Performance Assurance at the end of such two hundred and seventy (270) day period (or thereafter arising during the pendency of any such disputes) (such later date, the “Release Date”); provided, however, that, if this Agreement is terminated due to the failure to satisfy the condition precedent set forth in Section 2.3(b)(i), the Release Date shall be sixty (60) days after such terminationfor the account of Buyer. No later than three (3) Business Days following written notification from Buyer hereby pledges and grants to Seller a first priority continuing security interest in, lien on, and right of any draw on any Performance Assurancesetoff against, Seller shall replenish all Collateral (other than Collateral in the Performance Assurance to an undrawn capacity equal to the Required PA Amount. If, at any time, (A) the Person issuing any Letter form of Credit as part of the Performance Assurance at such time ceases to have the total assets or Credit Ratings required by the definition of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (Ba guaranty where a first priority security interest and lien cannot be granted) transferred to the Seller from time to time hereunder and all proceeds thereof. Collateral in the form of U.S. Dollars shall be transferred to such account or accounts of Seller as Seller may designate from time to time. Seller shall have the right to pledge, hypothecate or otherwise use or dispose of any such Letter of Credit ceases Collateral subject to be this Agreement until settlement in full force of any and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter all transaction and other obligations of Credit with any kind arising by operation of this Agreement and/or any other Performance Assurance with undrawn capacity equal to the Required PA Amounttransactions between Buyer and Seller. In addition to the replacement Performance Assurance any other rights that may be required pursuant available to the preceding sentenceSeller under this Agreement, Seller shallany other transaction, any other agreement, Applicable Law or otherwise, if at any time and from time to time, have the right to replace the Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity equal to the Required PA Amount. Any Letter Event of Credit provided as Performance Assurance Default shall have an expiration date no sooner than 364 days after issuanceoccurred with respect to Buyer, then Seller may exercise all rights and Seller shall extend or replace (remedies available to a secured party under Applicable Law with other Performance Assurance with undrawn capacity equal respect to the Required PA Amount) such Letter of Credit by the date that is thirty (30) days prior any Collateral subject to the expiration thereof. If Seller fails to extend or replace any Letter of Credit by the date that is thirty (30) days prior to the expiration thereof or fails to replace any Letter of Credit within the time period required by the fourth sentence of this Section 12.2, Buyer shall be entitled to draw the full amount of the Letter of Credit and treat the proceeds as Performance Assurance in the form of cashAgreement.

Performance Assurance. Seller shall deliver the Performance Assurance to Buyer in the Applicable PA Amount on or before three (3) Business Days after the Effective Date. From and after delivery of the any Performance Assurance, Seller shall maintain, or cause to be maintained, the maintain such Performance Assurance until the later of (i) two hundred and seventy ninety (27090) days after the termination or expiration of this Agreement or (ii) the resolution of all disputes pending pursuant to, in connection with, relating to or arising out of this Agreement and any Performance Assurance at the end of such two hundred and seventy ninety (27090) day period (or thereafter arising during the pendency of any such disputes) (such later date, the “Release Date”); provided, however, that, if this Agreement is terminated due to the failure to satisfy the condition precedent set forth in Section 2.3(b)(i), the Release Date shall be sixty (60) days after such termination. No later than three (3) Business Days following written notification from Buyer to Seller of any draw on any Performance Assurancedraw, Seller shall replenish the Performance Assurance to an undrawn capacity equal to the Required Applicable PA Amount. If, at any time, (A1) the Person issuing any Letter of Credit as part of the constituting such Performance Assurance at such time ceases to have the total assets or Credit Ratings required by the definition of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (B2) any such Letter of Credit ceases to be in full force and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter of Credit with other Performance Assurance with undrawn capacity equal to the Required Applicable PA Amount. In addition to the replacement Performance Assurance that may be required pursuant to the preceding sentence, Seller shall, at any time and from time to time, have the right to replace the Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity equal to the Required Applicable PA Amount. Any Letter of Credit provided as Performance Assurance shall have an expiration date no sooner than 364 days after issuance, and Seller shall extend or replace (with other Performance Assurance with undrawn capacity equal to the Required Applicable PA Amount) such Letter of Credit by the date that is thirty (30) days prior to the expiration thereof. If Seller fails to extend or replace any Letter of Credit by the date that is thirty (30) days prior to the expiration thereof or fails to replace any Letter of Credit within the time period required by the fourth sentence of this Section 12.28.2, Buyer shall be entitled to draw the full amount of the Letter of Credit and treat the proceeds as Performance Assurance in the form of cash.

Performance Assurance. Seller shall deliver the Performance Assurance to Buyer on or before three be required, within thirty (330) Business Days after of the Effective Date, to post “Seller’s Performance Assurance” through either the: (i) posting of a Letter of Credit; or (ii) posting of cash collateral with Buyer. From and after delivery In the event that Seller fails to provide such Seller’s Performance Assurance within thirty (30) Business Days of the Effective Date, then an Event of Default shall be deemed to have occurred and Buyer shall be entitled to the remedies set forth under Article 5, as the Non-Defaulting Party. The amount of Performance Assurance shall be equal to the Collateral Requirement, as such amount may be adjusted after the fourth full Quarterly Period after Energization pursuant to Section 12(b)(ii) of the Cover Sheet of the REC Contract. Subsequent to Seller’s receipt of written instructions pursuant to Section 12(b)(ii) of the Cover Sheet indicating a change in the Collateral Requirement, Seller may request for a reduction of a portion of amount of Seller’s Performance Assurance. Any such request shall be honored by Buyer within ten (10) Business Days of Buyer’s receipt of the Seller’s request if Seller’s Performance Assurance is in the form of cash and within ten (10) Business Days of Buyer’s receipt of the amendment to the Letter of Credit reflecting the reduced amount if Seller’s Performance Assurance is in the form of a Letter of Credit. In the event Buyer draws on Seller’s Performance Assurance, Seller shall maintainbe required, or cause within ninety (90) days of such drawing, to be maintained, the post as Seller’s Performance Assurance until additional collateral to maintain or restore the later of (i) two hundred and seventy (270) days after the termination or expiration of Collateral Requirement. Unless specified elsewhere, where Buyer is entitled to payment by Seller under this Agreement or (ii) upon the resolution Event of all disputes pending pursuant toDefault by Seller, in connection with, relating to or arising out of this Agreement and any Buyer may draw on Seller’s Performance Assurance at the end of for such two hundred payment purposes and seventy (270) day period (or thereafter arising during the pendency of any such disputes) (such later date, the “Release Date”); provided, however, that, if unless this Agreement is terminated due to the failure to satisfy the condition precedent set forth in Section 2.3(b)(i), the Release Date shall be sixty (60) days after such termination. No later than three (3) Business Days following written notification from Buyer to Seller of any draw on any Performance Assurance, Seller shall replenish the Performance Assurance to an undrawn capacity equal to the Required PA Amount. If, at any time, (A) the Person issuing any Letter of Credit as part of the Performance Assurance at such time ceases to have the total assets or Credit Ratings required by the definition of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (B) any such Letter of Credit ceases to be in full force and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter of Credit with other Performance Assurance with undrawn capacity equal to the Required PA Amount. In addition to the replacement Performance Assurance that may be required pursuant to the preceding sentence, Seller shall, at any time and from time to time, have the right to replace the Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity equal to the Required PA Amount. Any Letter of Credit provided as Performance Assurance shall have an expiration date no sooner than 364 days after issuance, and Seller shall extend or replace (with other Performance Assurance with undrawn capacity equal to the Required PA Amount) such Letter of Credit by the date that is thirty (30) days prior to the expiration thereof. If Seller fails to extend or replace Term of the Agreement, any Letter of Credit remaining Performance Assurance held by the date that is thirty (30) days prior to the expiration thereof or fails to replace any Letter of Credit within the time period required by the fourth sentence of this Section 12.2, Buyer shall be entitled returned to draw Seller at the full amount conclusion of the Letter last annual review process pursuant to Section 6(d) of Credit and treat the proceeds as Performance Assurance in the form of cashCover Sheet.

Performance Assurance. Seller shall deliver the Performance Assurance to Buyer on or before three be required, within thirty (330) Business Days after of the Effective Date. From and after delivery of the , to post “Seller’s Performance Assurance, Seller shall maintain, or cause to be maintained, the Performance Assurance until the later of ” through either the: (i) two hundred and seventy (270) days after the termination or expiration posting of this Agreement a Letter of Credit; or (ii) posting of cash collateral with Buyer. In the resolution of all disputes pending pursuant to, in connection with, relating event that Seller fails to or arising out of this Agreement and any provide such Seller’s Performance Assurance at the end of such two hundred and seventy (270) day period (or thereafter arising during the pendency of any such disputes) (such later date, the “Release Date”); provided, however, that, if this Agreement is terminated due to the failure to satisfy the condition precedent set forth in Section 2.3(b)(i), the Release Date shall be sixty (60) days after such termination. No later than three (3) Business Days following written notification from Buyer to Seller of any draw on any Performance Assurance, Seller shall replenish the Performance Assurance to an undrawn capacity equal to the Required PA Amount. If, at any time, (A) the Person issuing any Letter of Credit as part of the Performance Assurance at such time ceases to have the total assets or Credit Ratings required by the definition of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (B) any such Letter of Credit ceases to be in full force and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter of Credit with other Performance Assurance with undrawn capacity equal to the Required PA Amount. In addition to the replacement Performance Assurance that may be required pursuant to the preceding sentence, Seller shall, at any time and from time to time, have the right to replace the Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity equal to the Required PA Amount. Any Letter of Credit provided as Performance Assurance shall have an expiration date no sooner than 364 days after issuance, and Seller shall extend or replace (with other Performance Assurance with undrawn capacity equal to the Required PA Amount) such Letter of Credit by the date that is thirty (30) days prior Business Days of the Effective Date, then an Event of Default shall be deemed to the expiration thereof. If Seller fails to extend or replace any Letter of Credit by the date that is thirty (30) days prior to the expiration thereof or fails to replace any Letter of Credit within the time period required by the fourth sentence of this Section 12.2, have occurred and Buyer shall be entitled to draw the full remedies set forth under Article 5, as the Non-Defaulting Party. The amount of Performance Assurance shall be equal to the Collateral Requirement, as such amount may be adjusted after the fourth full Quarterly Period after Energization pursuant to Section 12(b)(ii) of the Cover Sheet of the REC Contract. Subsequent to Seller’s receipt of written instructions pursuant to Section 12(b)(ii) of the Cover Sheet indicating a change in the Collateral Requirement, Seller may request for a reduction of a portion of amount of Seller’s Performance Assurance. Any such request shall be honored by Buyer within ten (10) Business Days of Buyer’s receipt of the Seller’s request if Seller’s Performance Assurance is in the form of cash and within ten (10) Business Days of Buyer’s receipt of the amendment to the Letter of Credit and treat reflecting the proceeds as reduced amount if Seller’s Performance Assurance is in the form of casha Letter of Credit. Unless specified elsewhere, where Buyer is entitled to payment by Seller under this Agreement upon the Event of Default by Seller, Buyer may draw on Seller’s Performance Assurance for such payment purposes and unless this Agreement is terminated prior to the Term of the Agreement, any remaining Performance Assurance held by Buyer shall be returned to Seller at the conclusion of the last annual review process pursuant to Section 6(d) of the Cover Sheet.

Performance Assurance. Seller shall deliver the (a) On any Business Day, ENA may demand in writing that Counterparty establish and maintain (subject to increase as provided below) (1) Performance Assurance for the benefit of ENA equal to Buyer on Counterparty's Collateral Requirement, rounded up to the next higher integral multiple of $100,000, or before three (32) Business Days increase the amount of any outstanding Performance Assurance so that after such increase the Effective DateCollateral Requirement has been fully satisfied. From and after delivery of the Counterparty shall either establish such Performance Assurance or increase any outstanding Performance Assurance, Seller shall maintain, or cause to be maintained, the Performance Assurance until the later of in each case by either (i) two hundred and seventy increasing the amount of any outstanding Letter of Credit; (270ii) days after the termination or expiration establishing additional Letters of this Agreement Credit; or (ii) delivering Cash to ENA. Unless otherwise agreed in writing by the resolution of all disputes pending pursuant toparties, in connection with, relating to or arising out of this Agreement and any Performance Assurance at demanded of Counterparty by 10:00 a.m., New York time, on a Business Day shall be provided by the end close of such two hundred and seventy (270) day period (or thereafter arising during business on the pendency of any such disputes) (such later date, the “Release Date”)next succeeding Business Day; provided, however, that Letters of Credit shall be Transferred by the close of business on the second succeeding Business Day. (b) On any Business Day (but no more frequently than weekly), Counterparty may request a reduction in the amount of Performance Assurance previously provided by it, provided that, after the requested reduction in Performance Assurance, (i) Counterparty shall then have a Collateral Requirement of zero; (ii) if this Agreement is terminated due at such time there are outstanding Swaps between the parties or unsatisfied obligations from Counterparty to ENA exist with respect to any Swaps, ENA shall either be holding Performance Assurance or shall have had Performance Assurance issued for its benefit in an amount equal to the failure aggregate of any Additional Amounts applicable to satisfy the condition precedent set forth Counterparty; (iii) no Event of Default or Potential Event of Default with respect to Counterparty shall have occurred and be continuing; and (iv) no Early Termination Date for which any unsatisfied payment obligations of Counterparty exist has occurred or been designated as a result of an Event of Default with respect to Counterparty. A permitted reduction in Section 2.3(b)(i), the Release Date Performance Assurance shall be sixty effected by either the Transfer of Cash to Counterparty or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of ENA. Counterparty shall have the right to specify the means of effecting the reduction in Performance Assurance. ENA shall have two (60) days after such termination. No later than three (32) Business Days following written notification from Buyer to Seller of any draw on any Performance Assurance, Seller shall replenish the effect a permitted reduction in Performance Assurance if such reduction is to be effected by the return of Cash to Counterparty. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an undrawn capacity equal to the Required PA Amount. If, at any time, (A) the Person issuing any outstanding Letter of Credit as part previously issued for the benefit of ENA, then ENA shall not unreasonably withhold its consent to a commensurate reduction in the Performance Assurance at such time ceases to have the total assets or Credit Ratings required by the definition amount of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (B) any such Letter of Credit ceases and shall take such action as is reasonably necessary to be in full force effectuate such reduction. In all cases, the cost and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter expense of Credit with other reducing Performance Assurance with undrawn capacity equal (including but not limited to the Required PA Amount. In addition to the replacement Performance Assurance that may be required pursuant to the preceding sentencereasonable costs, Seller shall, at any time and from time to time, have the right to replace the Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity equal to the Required PA Amount. Any Letter of Credit provided as Performance Assurance shall have an expiration date no sooner than 364 days after issuanceexpenses, and Seller shall extend or replace (with other Performance Assurance with undrawn capacity equal to the Required PA Amountattorneys' fees of ENA) such Letter of Credit by the date that is thirty (30) days prior to the expiration thereof. If Seller fails to extend or replace any Letter of Credit by the date that is thirty (30) days prior to the expiration thereof or fails to replace any Letter of Credit within the time period required by the fourth sentence of this Section 12.2, Buyer shall be entitled to draw the full amount of the Letter of Credit and treat the proceeds as Performance Assurance in the form of cashborne by Counterparty.

Performance Assurance. Seller shall deliver the (a) On any Business Day, ENA may demand in writing that Counterparty establish and maintain (subject to increase as provided below) (1) Performance Assurance for the benefit of ENA equal to Buyer on Counterparty's Collateral Requirement, rounded up to the next higher integral multiple of $250,000, or before three (32) Business Days increase the amount of any outstanding Performance Assurance so that after such increase the Effective DateCollateral Requirement has been fully satisfied. From and after delivery of the Counterparty shall either establish such Performance Assurance or increase any outstanding Performance Assurance, Seller shall maintain, or cause to be maintained, the Performance Assurance until the later of in each case by either (i) two hundred and seventy (270) days after increasing the termination or expiration amount of this Agreement or any outstanding Letter of Credit; (ii) establishing additional Letters of Credit; or (iii) delivering Cash to ENA. Unless otherwise agreed in writing by the resolution of all disputes pending pursuant toparties, in connection with, relating to or arising out of this Agreement and any Performance Assurance at demanded of Counterparty by 10:00 a.m., New York time, on a Business Day shall be provided by the end close of such two hundred and seventy (270) day period (or thereafter arising during business on the pendency of any such disputes) (such later date, the “Release Date”)next succeeding Business Day; provided, however, that Letters of Credit shall be Transferred by the close of business on the second succeeding Business Day. (b) On any Business Day (but no more frequently than weekly), Counterparty may request a reduction in the amount of Performance Assurance previously provided by it, provided that, after the requested reduction in Performance Assurance, (i) Counterparty shall then have a Collateral Requirement of zero; (ii) if this Agreement is terminated due at such time there are outstanding Swaps between the parties or unsatisfied obligations from Counterparty to ENA exist with respect to any Swaps, ENA shall either be holding Performance Assurance or shall have had Performance Assurance issued for its benefit in an amount equal to the failure aggregate of any Additional Amounts applicable to satisfy the condition precedent set forth Counterparty; (iii) no Event of Default or Potential Event of Default with respect to Counterparty shall have occurred and be continuing; and (iv) no Early Termination Date for which any unsatisfied payment obligations of Counterparty exist has occurred or been designated as a result of an Event of Default with respect to Counterparty. A permitted reduction in Section 2.3(b)(i), the Release Date Performance Assurance shall be sixty effected by either the Transfer of Cash to Counterparty or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of ENA. Counterparty shall have the right to specify the means of effecting the reduction in Performance Assurance. ENA shall have two (60) days after such termination. No later than three (32) Business Days following written notification from Buyer to Seller of any draw on any Performance Assurance, Seller shall replenish the effect a permitted reduction in Performance Assurance if such reduction is to be effected by the return of Cash to Counterparty. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an undrawn capacity equal to the Required PA Amount. If, at any time, (A) the Person issuing any outstanding Letter of Credit as part previously issued for the benefit of ENA, then ENA shall not unreasonably withhold its consent to a commensurate reduction in the Performance Assurance at such time ceases to have the total assets or Credit Ratings required by the definition amount of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (B) any such Letter of Credit ceases and shall take such action as is reasonably necessary to be in full force effectuate such reduction. In all cases, the cost and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter expense of Credit with other reducing Performance Assurance with undrawn capacity equal (including but not limited to the Required PA Amount. In addition to the replacement Performance Assurance that may be required pursuant to the preceding sentencereasonable costs, Seller shall, at any time and from time to time, have the right to replace the Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity equal to the Required PA Amount. Any Letter of Credit provided as Performance Assurance shall have an expiration date no sooner than 364 days after issuanceexpenses, and Seller shall extend or replace (with other Performance Assurance with undrawn capacity equal to the Required PA Amountattorneys' fees of ENA) such Letter of Credit by the date that is thirty (30) days prior to the expiration thereof. If Seller fails to extend or replace any Letter of Credit by the date that is thirty (30) days prior to the expiration thereof or fails to replace any Letter of Credit within the time period required by the fourth sentence of this Section 12.2, Buyer shall be entitled to draw the full amount of the Letter of Credit and treat the proceeds as Performance Assurance in the form of cashborne by Counterparty.

Performance Assurance. Seller shall deliver the (a) On any Business Day, ENA may demand in writing that Counterparty establish and maintain (subject to increase as provided below) (1) Performance Assurance for the benefit of ENA equal to Buyer on Counterparty's Collateral Requirement, rounded up to the next higher integral multiple of $250,000, or before three (32) Business Days increase the amount of any outstanding Performance Assurance so that after such increase the Effective DateCollateral Requirement has been fully satisfied. From and after delivery of the Counterparty shall either establish such Performance Assurance or increase any outstanding Performance Assurance, Seller shall maintain, or cause to be maintained, the Performance Assurance until the later of in each case by either (i) two hundred and seventy increasing the amount of any outstanding Letter of Credit; (270ii) days after the termination or expiration establishing additional Letters of this Agreement Credit; or (ii) delivering Cash to ENA. Unless otherwise agreed in writing by the resolution of all disputes pending pursuant toparties, in connection with, relating to or arising out of this Agreement and any Performance Assurance at demanded of Counterparty by 10:00 a.m., New York time, on a Business Day shall be provided by the end close of such two hundred and seventy (270) day period (or thereafter arising during business on the pendency of any such disputes) (such later date, the “Release Date”)next succeeding Business Day; provided, however, that Letters of Credit shall be Transferred by the close of business on the second succeeding Business Day. (b) On any Business Day (but no more frequently than weekly), Counterparty may request a reduction in the amount of Performance Assurance previously provided by it, provided that, after the requested reduction in Performance Assurance, (i) Counterparty shall then have a Collateral Requirement of zero; (ii) if this Agreement is terminated due at such time there are outstanding Swaps between the parties or unsatisfied obligations from Counterparty to ENA exist with respect to any Swaps, ENA shall either be holding Performance Assurance or shall have had Performance Assurance issued for its benefit in an amount equal to the failure aggregate of any Additional Amounts applicable to satisfy the condition precedent set forth Counterparty; (iii) no Event of Default or Potential Event of Default with respect to Counterparty shall have occurred and be continuing; and (iv) no Early Termination Date for which any unsatisfied payment obligations of Counterparty exist has occurred or been designated as a result of an Event of Default with respect to Counterparty. A permitted reduction in Section 2.3(b)(i), the Release Date Performance Assurance shall be sixty effected by either the Transfer of Cash to Counterparty or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of ENA. Counterparty shall have the right to specify the means of effecting the reduction in Performance Assurance. ENA shall have two (60) days after such termination. No later than three (32) Business Days following written notification from Buyer to Seller of any draw on any Performance Assurance, Seller shall replenish the effect a permitted reduction in Performance Assurance if such reduction is to be effected by the return of Cash to Counterparty. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an undrawn capacity equal to the Required PA Amount. If, at any time, (A) the Person issuing any outstanding Letter of Credit as part previously issued for the benefit of ENA, then ENA shall not unreasonably withhold its consent to a commensurate reduction in the Performance Assurance at such time ceases to have the total assets or Credit Ratings required by the definition amount of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (B) any such Letter of Credit ceases and shall take such action as is reasonably necessary to be in full force effectuate such reduction. In all cases, the cost and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter expense of Credit with other reducing Performance Assurance with undrawn capacity equal (including but not limited to the Required PA Amount. In addition to the replacement Performance Assurance that may be required pursuant to the preceding sentencereasonable costs, Seller shall, at any time and from time to time, have the right to replace the Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity equal to the Required PA Amount. Any Letter of Credit provided as Performance Assurance shall have an expiration date no sooner than 364 days after issuanceexpenses, and Seller shall extend or replace (with other Performance Assurance with undrawn capacity equal to the Required PA Amountattorneys' fees of ENA) such Letter of Credit by the date that is thirty (30) days prior to the expiration thereof. If Seller fails to extend or replace any Letter of Credit by the date that is thirty (30) days prior to the expiration thereof or fails to replace any Letter of Credit within the time period required by the fourth sentence of this Section 12.2, Buyer shall be entitled to draw the full amount of the Letter of Credit and treat the proceeds as Performance Assurance in the form of cashborne by Counterparty.

Performance Assurance. (a) Seller shall deliver the (i) Performance Assurance in the Applicable PA Amount and (ii) the Parent Guaranty to Buyer on or before three (3) Business Days after the Effective Date. From and after delivery of the any Performance AssuranceAssurance and Parent Guaranty, Seller shall maintain, or cause to be maintained, the maintain such Performance Assurance and Parent Guaranty until the later of (iA) two hundred and seventy sixty (27060) days after the termination or expiration of this Agreement or (iiB) the resolution of all disputes pending pursuant to, in connection with, relating to or arising out of this Agreement and any Performance Assurance at the end of such two hundred and seventy sixty (27060) day period (or thereafter arising during the pendency of any such disputes) (such later date, the “Release Date”); provided, however, that, if this Agreement is terminated due to the failure to satisfy the condition precedent set forth in Section 2.3(b)(i), the Release Date shall be sixty (60) days after such termination. No later than three (3) Business Days following written notification from Buyer to Seller of any draw on any Performance Assurancedraw, Seller shall replenish the Performance Assurance to an undrawn capacity equal to the Required Applicable PA Amount. If, at any time, (A1) the Person issuing any Letter of Credit as part of the constituting such Performance Assurance at such time ceases to have the total assets or Credit Ratings required by the definition of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (B2) any such Letter of Credit ceases to be in full force and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter of Credit with other Performance Assurance with undrawn capacity equal to the Required Applicable PA Amount. In addition to the replacement Performance Assurance that may be required pursuant to the preceding sentence, Seller shall, at any time and from time to time, have the right to replace the Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity equal to the Required Applicable PA Amount. Any Letter of Credit provided as Performance Assurance shall have an expiration date no sooner than 364 days after issuance, and Seller shall extend or replace (with other Performance Assurance with undrawn capacity equal to the Required Applicable PA Amount) such Letter of Credit by the date that is thirty (30) days prior to the expiration thereof. If Seller fails to extend or replace any Letter of Credit by the date that is thirty (30) days prior to the expiration thereof or fails to replace any Letter of Credit within the time period required by the fourth sentence of this Section 12.28.2, Buyer shall be entitled to draw the full amount of the Letter of Credit and treat the proceeds as Performance Assurance in the form of cash. (b) If, at any time and from time to time during the term of this Agreement, (i) Seller’s or Seller Parent’s Credit Rating is downgraded from its then-current rating, (ii) Buyer’s potential exposure to Seller with respect to this Agreement materially increases, including due to an increase, or a reasonable expectation of an increase, in the market price for Capacity Credits for any of the Planning Periods during the Capacity Credit Term, or (iii) Buyer otherwise has reasonable grounds for insecurity regarding Seller’s ability to perform its obligations under this Agreement, then (A) if at such xxxx Xxxxxx is currently required to maintain Performance Assurance pursuant to this Agreement, the Applicable PA Amount shall be increased in an amount determined by Buyer to reasonably cover Buyer’s increased exposure to Seller with respect to this Agreement or (B) if at such xxxx Xxxxxx is not otherwise required to maintain Performance Assurance pursuant to this Agreement, Buyer shall be entitled to establish the Applicable PA Amount in an amount determined by Buyer to reasonably cover Buyer’s increased exposure to Seller with respect to this Agreement and demand Performance Assurance from Seller in an amount equal to the Applicable PA Amount. Buyer shall provide Seller with written notice of any demand for additional Performance Assurance or new Performance Assurance pursuant to this Section 8.2(b), and Seller shall provide any such additional or new Performance Assurance within three (3) Business Days of receipt of Buyer’s notice.2 2 This provision will be modified prior to execution depending on whether Seller will provide Performance Assurance and/or a Parent Guaranty upon execution of this Agreement.

Performance Assurance. Seller shall deliver the Performance Assurance to Buyer on or before three (3) Business Days after As of the Effective Date. From Date and after delivery of the Performance Assurance, Seller shall maintain, or cause to be maintained, the Performance Assurance until the later of (i) two hundred and seventy (270) days after the termination or expiration of this Agreement or (ii) the resolution of all disputes pending pursuant to, in connection with, relating to or arising out of this Agreement and any Performance Assurance at the end of such two hundred and seventy (270) day period (or thereafter arising during the pendency of any such disputes) (such later date, the “Release Date”); provided, however, that, if this Agreement is terminated due to the failure to satisfy the condition precedent set forth in Section 2.3(b)(i), the Release Date shall be sixty (60) days after such termination. No later than three (3) Business Days following written notification from Buyer to Seller of any draw on any Performance Assurance, Seller shall replenish the Performance Assurance to an undrawn capacity equal to the Required PA Amount. If, at any time, (A) the Person issuing any Letter of Credit as part of the Performance Assurance at such time ceases to have the total assets or Credit Ratings required by the definition of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (B) any such Letter of Credit ceases to be in full force and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter of Credit with other Performance Assurance with undrawn capacity equal to the Required PA Amount. In addition to the replacement Performance Assurance that may be required pursuant to the preceding sentence, Seller shall, at any time following the Effective Date and from time to timetime during the Term of this Agreement, have the right if Buyer’s Exposure exceeds Supplier’s Unsecured Credit Limit pursuant to replace the Section 7.3, NSTAR Electric may demand that Supplier provide Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity amount equal to the Required PA Amountamount by which the Unsecured Credit Limit is exceeded rounded up to the nearest $250,000.00. Any Letter of Credit provided as If Supplier fails to provide such Performance Assurance or Guaranty as applicable to NSTAR Electric within two (2) Business Days of receipt of notice, then an Event of Default under Section 8.1 shall be deemed to have an expiration date no sooner than 364 days after issuance, occurred and Seller shall extend or replace (with other Performance Assurance with undrawn capacity equal to the Required PA Amount) such Letter of Credit by the date that is thirty (30) days prior to the expiration thereof. If Seller fails to extend or replace any Letter of Credit by the date that is thirty (30) days prior to the expiration thereof or fails to replace any Letter of Credit within the time period required by the fourth sentence of this Section 12.2, Buyer shall NSTAR Electric will be entitled to draw the remedies set forth in Sections 8.2 and 8.3 of the Master Agreement. If Supplier disputes the amount of Performance Assurance requested by NSTAR Electric and such dispute relates to the amount of Market Exposure claimed by NSTAR Electric, then Supplier shall (i) provide the full amount of the Letter of Credit and treat the proceeds as Performance Assurance demanded by NSTAR Electric and (ii) notify NSTAR Electric of the existence and nature of the dispute not later than one (1) Business Day following the date that the demand for Performance Assurance is made. The Parties thereafter shall promptly consult with each other in order to reconcile the form two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the notification is made by Supplier, then Market Exposure shall be recalculated by NSTAR Electric using the arithmetic average of cashone quotation from a recognized market-maker provided by Supplier and one quotation from a recognized market-maker provided by NSTAR Electric. Performance Assurance shall be posted or returned in accordance with such recalculation. When the Amount of Performance Assurance held by NSTAR Electric is greater than the amount by which Buyer’s Exposure exceeds Supplier’s Unsecured Credit Limit, then upon request of Supplier, NSTAR Electric shall return the excess Performance Assurance, rounded down to the nearest $250,000.00 to Supplier within two (2) Business Days of receipt of such request. If NSTAR Electric disputes the amount of Performance Assurance requested by Supplier to be returned, then NSTAR Electric shall notify the Supplier of the existence and nature of the dispute not later than one (1) Business Day following the date that the request for the return of Performance Assurance is made. The Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the notification is made by the NSTAR Electric, then Market Exposure shall be recalculated by NSTAR Electric using the arithmetic average of one quotation from a recognized market-maker provided by Supplier and one quotation from a recognized market-maker provided by NSTAR Electric. Performance Assurance shall be posted or returned in accordance with such recalculation within two (2) Business Days from the date of such recalculation.

Performance Assurance. To secure its obligations under this Agreement, Xxxxx agrees to deliver to Seller shall deliver the and maintain in full force and effect Performance Assurance in the amount of $[INSERT AMOUNT] in the form of cash or a Letter of Credit from the Execution Date and for the Delivery Term of this Agreement. Buyer hereby grants to Buyer Seller a present and continuing first priority security interest in, and lien on (and right of setoff against), and assignment of, all cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or before three the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, Seller, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Seller’s first-priority security interest in, and lien on (3) Business Days and right of setoff against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the Effective Date. From occurrence and after delivery during the continuation of an Event of Default by Seller or an Early Termination Date as a result thereof, Seller may do any one or more of the following: (i) exercise any of the rights and remedies of a secured party with respect to all Performance Assurance, Seller shall maintain, or cause to be maintained, the Performance Assurance until the later of (i) two hundred including any such rights and seventy (270) days after the termination or expiration of this Agreement or remedies under Law then in effect; (ii) exercise its rights of setoff against such collateral and any and all proceeds resulting therefrom or from the resolution liquidation thereof; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate all disputes pending pursuant to, in connection with, relating to or arising out any portion of this Agreement and any Performance Assurance at then held by or for the end benefit of such two hundred and seventy (270) day period (Seller free from any claim or thereafter arising during right of any nature whatsoever of Buyer, including any equity or right of purchase or redemption by Buyer. Seller shall apply the pendency proceeds of the collateral realized upon the exercise of any such disputes) rights or remedies to reduce the Buyer’s obligations under the Agreement (Buyer remaining liable for any amounts owing to Seller after such later dateapplication), the “Release Date”); providedsubject to Seller’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. Upon an Event of Default of Buyer prior to CPUC approval, however, that, if Seller may terminate this Agreement is terminated due to in which case Buyer shall owe Seller liquidated damages in the failure to satisfy the condition precedent set forth in Section 2.3(b)(i), the Release Date shall be sixty (60) days after such termination. No later than three (3) Business Days following written notification from Buyer to Seller of any draw on any Performance Assurance, Seller shall replenish the Performance Assurance to an undrawn capacity equal to the Required PA Amount. If, at any time, (A) the Person issuing any Letter of Credit as part amount of the Performance Assurance at and Seller may retain such time ceases Performance Assurances to have pay such liquidated damages. Each Party agrees and acknowledges that (a) the total assets actual damages that Buyer would incur due to an Event of Default of Buyer prior to CPUC approval would be difficult or Credit Ratings required by impossible to predict with certainty, (b) the definition liquidated damages set forth in this section are a reasonable and appropriate approximation of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (B) any such Letter of Credit ceases to be in full force and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter of Credit with other Performance Assurance with undrawn capacity equal to the Required PA Amount. In addition to the replacement Performance Assurance that may be required pursuant to the preceding sentence, Seller shall, at any time and from time to time, have the right to replace the Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity equal to the Required PA Amount. Any Letter of Credit provided as Performance Assurance shall have an expiration date no sooner than 364 days after issuancedamages, and (c) the liquidated damages set forth in this section are the exclusive remedy for an Event of Default of Seller shall extend or replace (with other Performance Assurance with undrawn capacity equal to the Required PA Amount) such Letter of Credit by the date that is thirty (30) days prior to the expiration thereof. If Seller fails to extend or replace any Letter of Credit by the date that is thirty (30) days prior to the expiration thereof or fails to replace any Letter of Credit within the time period required by the fourth sentence of this Section 12.2, Buyer shall be entitled to draw the full amount of the Letter of Credit and treat the proceeds as Performance Assurance in the form of cashCPUC approval.

Performance Assurance. Seller shall deliver the (a) On any Business Day, ENA may demand in writing that Counterparty establish and maintain (subject to increase as provided below) (1) Performance Assurance for the benefit of ENA equal to Buyer on Counterparty's Collateral Requirement, rounded up to the next higher integral multiple of $50,000, or before three (32) Business Days increase the amount of any outstanding Performance Assurance so that after such increase the Effective DateCollateral Requirement has been fully satisfied. From and after delivery of the Counterparty shall either establish such Performance Assurance or increase any outstanding Performance Assurance, Seller shall maintain, or cause to be maintained, the Performance Assurance until the later of in each case by either (i) two hundred and seventy increasing the amount of any outstanding Letter of Credit; (270ii) days after the termination or expiration establishing additional Letters of this Agreement Credit; or (ii) delivering Cash to ENA. Unless otherwise agreed in writing by the resolution of all disputes pending pursuant toparties, in connection with, relating to or arising out of this Agreement and any Performance Assurance at demanded of Counterparty by 10:00 a.m., New York time, on a Business Day shall be provided by the end close of such two hundred and seventy (270) day period (or thereafter arising during business on the pendency of any such disputes) (such later date, the “Release Date”)next succeeding Business Day; provided, however, that Letters of Credit shall be Transferred by the close of business on the second succeeding Business Day. (b) On any Business Day (but no more frequently than weekly), Counterparty may request a reduction in the amount of Performance Assurance previously provided by it, provided that, after the requested reduction in Performance Assurance, (i) Counterparty shall then have a Collateral Requirement of zero; (ii) if this Agreement is terminated due at such time there are outstanding Swaps between the parties or unsatisfied obligations from Counterparty to ENA exist with respect to any Swaps, ENA shall either be holding Performance Assurance or shall have had Performance Assurance issued for its benefit in an amount equal to the failure aggregate of any Additional Amounts applicable to satisfy the condition precedent set forth Counterparty; (iii) no Event of Default or Potential Event of Default with respect to Counterparty shall have occurred and be continuing; and (iv) no Early Termination Date for which any unsatisfied payment obligations of Counterparty exist has occurred or been designated as a result of an Event of Default with respect to Counterparty. A permitted reduction in Section 2.3(b)(i), the Release Date Performance Assurance shall be sixty effected by either the Transfer of Cash to Counterparty or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of ENA. Counterparty shall have the right to specify the means of effecting the reduction in Performance Assurance. ENA shall have two (60) days after such termination. No later than three (32) Business Days following written notification from Buyer to Seller of any draw on any Performance Assurance, Seller shall replenish the effect a permitted reduction in Performance Assurance if such reduction is to be effected by the return of Cash to Counterparty. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an undrawn capacity equal to the Required PA Amount. If, at any time, (A) the Person issuing any outstanding Letter of Credit as part previously issued for the benefit of ENA, then ENA shall not unreasonably withhold its consent to a commensurate reduction in the Performance Assurance at such time ceases to have the total assets or Credit Ratings required by the definition amount of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (B) any such Letter of Credit ceases and shall take such action as is reasonably necessary to be in full force effectuate such reduction. In all cases, the cost and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter expense of Credit with other reducing Performance Assurance with undrawn capacity equal (including but not limited to the Required PA Amount. In addition to the replacement Performance Assurance that may be required pursuant to the preceding sentencereasonable costs, Seller shall, at any time and from time to time, have the right to replace the Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity equal to the Required PA Amount. Any Letter of Credit provided as Performance Assurance shall have an expiration date no sooner than 364 days after issuanceexpenses, and Seller shall extend or replace (with other Performance Assurance with undrawn capacity equal to the Required PA Amountattorneys' fees of ENA) such Letter of Credit by the date that is thirty (30) days prior to the expiration thereof. If Seller fails to extend or replace any Letter of Credit by the date that is thirty (30) days prior to the expiration thereof or fails to replace any Letter of Credit within the time period required by the fourth sentence of this Section 12.2, Buyer shall be entitled to draw the full amount of the Letter of Credit and treat the proceeds as Performance Assurance in the form of cashborne by Counterparty.

Performance Assurance. Seller shall deliver the Performance Assurance to Buyer on or before three (3) Business Days after As of the Effective Date. From Date and after delivery of the Performance Assurance, Seller shall maintain, or cause to be maintained, the Performance Assurance until the later of (i) two hundred and seventy (270) days after the termination or expiration of this Agreement or (ii) the resolution of all disputes pending pursuant to, in connection with, relating to or arising out of this Agreement and any Performance Assurance at the end of such two hundred and seventy (270) day period (or thereafter arising during the pendency of any such disputes) (such later date, the “Release Date”); provided, however, that, if this Agreement is terminated due to the failure to satisfy the condition precedent set forth in Section 2.3(b)(i), the Release Date shall be sixty (60) days after such termination. No later than three (3) Business Days following written notification from Buyer to Seller of any draw on any Performance Assurance, Seller shall replenish the Performance Assurance to an undrawn capacity equal to the Required PA Amount. If, at any time, (A) the Person issuing any Letter of Credit as part of the Performance Assurance at such time ceases to have the total assets or Credit Ratings required by the definition of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (B) any such Letter of Credit ceases to be in full force and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter of Credit with other Performance Assurance with undrawn capacity equal to the Required PA Amount. In addition to the replacement Performance Assurance that may be required pursuant to the preceding sentence, Seller shall, at any time following the Effective Date and from time to timetime during the Term of this Agreement, have the right if Buyer’s Exposure exceeds Supplier’s Unsecured Credit Limit pursuant to replace the Section 7.3, NSTAR may demand that Supplier provide Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity amount equal to the Required PA Amountamount by which the Unsecured Credit Limit is exceeded rounded up to the nearest $250,000.00. Any Letter of Credit provided as If Supplier fails to provide such Performance Assurance or Guaranty as applicable to NSTAR within two (2) Business Days of receipt of notice, then an Event of Default under Section 8.1 shall be deemed to have an expiration date no sooner than 364 days after issuance, occurred and Seller shall extend or replace (with other Performance Assurance with undrawn capacity equal to the Required PA Amount) such Letter of Credit by the date that is thirty (30) days prior to the expiration thereof. If Seller fails to extend or replace any Letter of Credit by the date that is thirty (30) days prior to the expiration thereof or fails to replace any Letter of Credit within the time period required by the fourth sentence of this Section 12.2, Buyer shall NSTAR will be entitled to draw the remedies set forth in Sections 8.2 and 8.3 of the Master Agreement. If Supplier disputes the amount of Performance Assurance requested by NSTAR and such dispute relates to the amount of Market Exposure claimed by NSTAR, then Supplier shall (i) provide the full amount of the Letter of Credit and treat the proceeds as Performance Assurance demanded by NSTAR and (ii) notify NSTAR of the existence and nature of the dispute not later than one (1) Business Day following the date that the demand for Performance Assurance is made. The Parties thereafter shall promptly consult with each other in order to reconcile the form two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the notification is made by Supplier, then Market Exposure shall be recalculated by NSTAR using the arithmetic average of cashone quotation from a recognized market-maker provided by Supplier and one quotation from a recognized market-maker provided by NSTAR. Performance Assurance shall be posted or returned in accordance with such recalculation. When the Amount of Performance Assurance held by NSTAR is greater than the amount by which Buyer’s Exposure exceeds Supplier’s Unsecured Credit Limit, then upon request of Supplier, NSTAR shall return the excess Performance Assurance, rounded down to the nearest $250,000.00 to Supplier within two (2) Business Days of receipt of such request. If NSTAR disputes the amount of Performance Assurance requested by Supplier to be returned, then NSTAR shall notify the Supplier of the existence and nature of the dispute not later than one (1) Business Day following the date that the request for the return of Performance Assurance is made. The Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the notification is made by the NSTAR, then Market Exposure shall be recalculated by NSTAR using the arithmetic average of one quotation from a recognized market-maker provided by Supplier and one quotation from a recognized market-maker provided by NSTAR. Performance Assurance shall be posted or returned in accordance with such recalculation within two (2) Business Days from the date of such recalculation.

Performance Assurance. Seller shall deliver the Performance Assurance to Buyer on or before three seven (37) Business Days after the Effective Date. From and after delivery of the Performance Assurance, Seller shall maintain, or cause to be maintained, maintain the Performance Assurance until the later of (i) two hundred and seventy (270) days after the termination or expiration of this Agreement or (ii) the resolution of all disputes pending pursuant to, in connection with, relating to or arising out of this Agreement and any Performance Assurance at the end of such two hundred and seventy (270) day period (or thereafter arising during the pendency of any such disputes) (such later date, the “Release Date”); provided, however, that, if this Agreement is terminated due to the failure to satisfy the condition precedent set forth in Section 2.3(b)(i), the Release Date shall be sixty (60) days after such termination. No later than three (3) Business Days following written notification from Buyer to Seller of any draw on any Performance Assurance, Seller shall replenish the Performance Assurance to an undrawn capacity equal to the Required Applicable PA Amount. If, at any time, (A) the Person issuing any Letter of Credit as part of the Performance Assurance at such time ceases to have the total assets or Credit Ratings required by the definition of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (B) any such Letter of Credit ceases to be in full force and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter of Credit with other Performance Assurance with undrawn capacity equal to the Required Applicable PA Amount. In addition to the replacement Performance Assurance that may be required pursuant to the preceding sentence, Seller shall, at any time and from time to time, have the right to replace the Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity equal to the Required Applicable PA Amount. Any Letter of Credit provided as Performance Assurance shall have an expiration date no sooner than 364 days after issuance, and Seller shall extend or replace (with other Performance Assurance with undrawn capacity equal to the Required Applicable PA Amount) such Letter of Credit by the date that is thirty (30) days prior to the expiration thereof. If Seller fails to extend or replace any Letter of Credit by the date that is thirty (30) days prior to the expiration thereof or fails to replace any Letter of Credit within the time period required by the fourth sentence of this Section 12.2, Buyer shall be entitled to draw the full amount of the Letter of Credit and treat the proceeds as Performance Assurance in the form of cash.