Common use of Security Interest in Contract Rights Clause in Contracts

Security Interest in Contract Rights. The Partnership's grant, pursuant to SECTION 2.1 (Assignment and Grant of Security Interest), to the Collateral Agent, of a security interest in all of its right, title and interest in and to each and all of the Contracts and the contract rights thereunder, includes, but is not limited to: (i) all (A) rights to payment under any Contract and (B) payments due and to become due under any Contract, in each case whether as contractual obligations, damages or otherwise; (ii) all of its claims, rights, powers, or privileges and remedies under any Contract; and (iii) all of its rights under any Contract to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval together with full power and authority with respect to any Contract to demand, receive, enforce, collect or receipt for any of the foregoing rights or any property the subject of any of the Contracts, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action which, in the reasonable opinion of the Collateral Agent, may be necessary or advisable in connection with any of the foregoing (the Contracts, together with all of the foregoing in this SECTION 6.1, the "CONTRACT RIGHTS"); PROVIDED, HOWEVER, that until the occurrence and continuance of a Trigger Event, notwithstanding anything else herein to the contrary, the Partnership may, subject to the terms and provisions of the Indenture, exclusively exercise all of the Partnership's rights, powers, privileges and remedies under the Contracts, other than the right to receive monies due or to become due under the Contracts.

Security Interest in Contract Rights. The PartnershipGrantor's grant, pursuant to SECTION 2.1 (Assignment and Grant of Security Interest)Section 2.1, to the Collateral Agent, of a security interest in all of its right, title and interest in and to each and all of the Contracts and the contract rights thereunder, includes, but is not limited to: (i) all (A) rights to payment under any Contract and (B) payments due and to become due under any Contract, in each case whether as contractual obligations, damages or otherwise; (ii) all of its claims, rights, powers, or privileges and remedies under any Contract; and (iii) all of its rights under any Contract to make determinations, to exercise any election (including, but not limited towithout limitation, election of remedies) or option or to give or receive any notice, consent, waiver or approval together with full power and authority with respect to any Contract to demand, receive, enforce, collect or receipt for any of the foregoing rights or any property the subject of any of the Contracts, to enforce or execute any checks, checks or other instruments or orders, to file any claims and to take any action which, in the reasonable opinion of the Collateral Agent, may be necessary or advisable in connection with any of the foregoing (the Contracts, together with all of the foregoing in this SECTION Section 6.1, the "CONTRACT RIGHTSContract Rights"); PROVIDEDprovided, HOWEVERhowever, that until the occurrence and continuance of that, unless a Trigger EventEvent shall have occurred and be continuing, notwithstanding anything else herein to the contrary, the Partnership Grantor may, subject to the terms and provisions of the Indenture, exclusively exercise all of the Partnership's rights, powers, privileges and remedies under the Contracts, other than the right to receive monies due or to become due under the Contracts.and

Security Interest in Contract Rights. The PartnershipGrantor's grant, pursuant to SECTION 2.1 (Assignment and Grant of Security Interest), to the Collateral Agent, of a security interest in all of its right, title and interest in and to each and all of the Contracts and the contract rights thereunder, includes, but is not limited to: (i) all (A) rights to payment under any Contract and (B) payments due and to become due under any Contract, in each case whether as contractual obligations, damages or otherwise; (ii) all of its claims, rights, powers, or privileges and remedies under any Contract; and (iii) all of its rights under any Contract to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval together with full power and authority with respect to any Contract to demand, receive, enforce, or collect or receipt for any of the foregoing rights or any property the subject of any of the Contracts, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action which, in the reasonable opinion of the Collateral Agent, may be necessary or advisable in connection with any of the foregoing (the Contracts, together with all of the foregoing in this SECTION 6.1, the "CONTRACT RIGHTS"); PROVIDED, HOWEVER, that until the occurrence that, unless an Event of Default shall have occurred and continuance of a Trigger Eventbe continuing, notwithstanding anything else herein to the contrary, the Partnership Grantor may, subject to the terms and provisions of the IndentureU.S. Project Loan Agreement and the Trinidad Project Loan Agreement, exclusively exercise all of the Partnership's its rights, powers, privileges and remedies under the Contracts, other than the right to receive monies due or to become due under the Contracts.

Security Interest in Contract Rights. The Partnership's assignment and grant, pursuant to SECTION 2.1 (Assignment and Grant of Security Interest)Section 2.1, to the Collateral Security Agent, for the benefit of GE Capital and the Owner Trustee, of a security interest in all of its right, title and interest in and to each and all of the Contracts and the contract rights thereunder, includes, but is not limited to: (ia) all (Ai) rights to payment under any Contract and (Bii) payments due and to become due under any Contract, in each case whether as contractual obligations, damages or otherwise; ; (iib) all of its claims, rights, powers, or privileges and remedies under any Contract; and and (iiic) all of its rights under any Contract to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval together with full power and authority with respect to any Contract to demand, receive, enforce, collect or provide receipt for any of the foregoing rights or any property the subject of any of the Contracts, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action which, in the reasonable opinion of the Collateral Security Agent, may be necessary or advisable in connection with any of the foregoing (the Contracts, together with all of the foregoing in this SECTION 6.1Section 6.l, the "CONTRACT RIGHTSContract Rights"); PROVIDEDprovided, HOWEVERhowever, that until the occurrence and continuance of an Event of Default or a Trigger EventLease Event of Default, notwithstanding anything else herein to the contrary, the Partnership may, subject to the terms and provisions of the IndentureLoan Agreement and the Facility Lease, exclusively exercise all of the Partnership's Partnerships rights, powers, privileges and remedies under the Contracts, other than the right to receive monies due or to become due under the Contracts.

Security Interest in Contract Rights. The Partnership's SSI Parties' grant, pursuant to SECTION 2.1 (Assignment and Grant of Security Interest)Section 2.1, to the Collateral Agent, WT of a security interest in all of its right, title and interest in and to each and all of the Contracts and the contract rights thereunderContract Rights, includes, but is not limited to: (ia) all (Ai) rights to payment under or with respect to any Contract and (Bii) payments due and to become due under or with respect to any Contract, in each case whether as contractual obligations, damages damages, indemnity payments or otherwise; (iib) all of its the SSI Parties's claims, rights, powers, powers or privileges and remedies under any Contract including, but not limited to, all of the warranties, representations and guarantees contained in such Contract; and (iiic) all of its the SSI Parties's rights under any Contract to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval approval, together with full power and authority with respect to any such Contract to demand, receive, enforce, enforce or collect or receipt for any of the foregoing rights or any property the subject of any of the Contractssuch Contract, to enforce or execute any checks, checks or other instruments or orders, to file any claims and to take any action which, in the reasonable opinion of the Collateral AgentWT, may be necessary or advisable in connection with any of the foregoing (the Contractsforegoing; provided, together with all of the foregoing in this SECTION 6.1, the "CONTRACT RIGHTS"); PROVIDED, HOWEVERhowever, that until the occurrence and continuance after the cessation of a Trigger Eventan Event of Default, notwithstanding anything else herein to the contrary, the Partnership may, subject to the terms and provisions of the Indenture, exclusively SSI Parties may exercise all of the Partnership's their rights, powers, privileges and remedies under the ContractsContracts and Contract Rights in accordance with the Transaction Documents; provided, other than further, that if an Event of Default has occurred and is continuing, WT shall be entitled to perform (including, without limitation, by satisfying any payment obligation), or cause the right to receive monies due or to become due under performance of, any Contract in accordance with Article 9 of the ContractsUCC .

Security Interest in Contract Rights. The PartnershipGrantor's grant, pursuant to SECTION 2.1 (Assignment and Grant of Security Interest)2.1, to the Collateral Agent, Agent of a security interest in all of its right, title and interest in and to each and all of the Contracts and the contract rights thereunder, includes, but is not limited to: (i) all (A) rights to payment under any Contract and (B) payments due and to become due under any Contract, in each case whether as contractual obligations, damages or otherwise; (ii) all of its claims, rights, powers, or privileges and remedies under any Contract; and (iii) all of its rights under any Contract to make determinationsdetermina tions, to exercise any election (including, but not limited towithout limitation, election of remedies) or option or to give or receive any notice, consent, waiver or approval together with full power and authority with respect to any Contract to demand, receive, enforce, enforce or collect or receipt for any of the foregoing rights or any property the subject of any of the Contracts, to enforce or execute any checks, checks or other instruments or orders, to file any claims and to take any action which, in the reasonable opinion of the Collateral Agent, may be necessary or advisable in connection with any of the foregoing (the Contracts, together with all of the foregoing in this SECTION 6.1, the "CONTRACT RIGHTS"); PROVIDED, HOWEVER, that until the occurrence that, unless an Event of Default shall have occurred and continuance of a Trigger Eventbe continuing, notwithstanding anything else herein to the contrary, the Partnership Grantor may, subject to the terms and provisions of the IndentureFinancing Documents, exclusively exercise all of the Partnership's its rights, powers, privileges and remedies under the Contracts, other than the right to receive monies due or to become due under the Contracts.

Security Interest in Contract Rights. The Partnership's assignment and grant, pursuant to SECTION 2.1 (Assignment and Grant of Security Interest)Section 2.1, to the Collateral Security Agent, for the benefit of GE Capital and the Owner Trustee, of a security interest in all of its right, title and interest in and to each and all of the Contracts and the contract rights thereunder, includes, but is not limited to: (ia) all (Ai) rights to payment under any Contract and (Bii) payments due and to become due under any Contract, in each case whether as contractual obligations, damages or otherwise; (iib) all of its claims, rights, powers, or privileges and remedies under any Contract; and (iiic) all of its rights under any Contract to make determinationsdeter minations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval together with full power and authority with respect to any Contract to demand, receive, enforce, collect or provide receipt for any of the foregoing rights or any property the subject of any of the Contracts, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action which, in the reasonable opinion of the Collateral Security Agent, may be necessary or advisable in connection with any of the foregoing (the Contracts, together with all of the foregoing in this SECTION Section 6.1, the "CONTRACT RIGHTSContract Rights"); PROVIDEDprovided, HOWEVERhowever, that until the occurrence and continuance of a Trigger EventReimbursement Event of Default or a Lease Event of Default, notwithstanding anything else herein to the contrary, the Partnership may, subject to the terms and provisions of the IndentureParticipation Agreement and the other Financing Documents, exclusively exclu sively exercise all of the Partnership's rights, powers, privileges and remedies under the Contracts, other than the right to receive monies due or to become due under the Contracts.