Common use of Security Interest in Proceeds and Accounts Clause in Contracts

Security Interest in Proceeds and Accounts. Borrower hereby pledges, assigns and transfers to the Agent on behalf of the Banks and grants to Agent on behalf of the Banks a security interest in and to all Insurance Proceeds and Eminent Domain Proceeds (collectively, "Proceeds"), Accounts, and contents of Accounts, as security for the Loans and the full and faithful performance of all of Borrower's obligations hereunder and under the other Credit Documents. Borrower shall not have any rights or powers with respect to any Account except to have funds on deposit therein applied or distributed to Borrower in accordance with this Agreement. Agent is hereby authorized to reduce to cash any Permitted Investment (without regard to maturity) in order to make any application required by any section of this Article 7 or otherwise pursuant to the Credit Documents. Upon the occurrence and during the continuance of an Event of Default, Agent shall have all rights and powers with respect to Proceeds, the Accounts and the contents of the Accounts as it has with respect to any other Collateral and may apply such amounts to the payment of interest, principal, fees, costs, charges or other amounts due or payable to Agent or the Banks with respect to the Loans in such order as the Majority Banks may elect in their sole discretion. If such Event of Default occurs prior to Term-Conversion, until such time as the Majority Banks so elect to exercise such rights and powers, amounts in the Revenue Account constituting Project Operating Revenues shall continue to be applied by Agent to Pre-Conversion Senior O&M Costs to the extent that Agent so elects in its sole discretion. If such Event of Default occurs following Term-Conversion, until such time as the Required Banks so elect to exercise such rights and powers, amounts in the Revenue Account shall continue to be applied by Agent to the payment categories specified in Waterfall Levels 1 (to the extent of actual Senior O&M Costs payable to third parties that are not Affiliates of Borrower) and 2 through 7, and, to the extent that Agent so elects in its sole discretion, Waterfall Levels 1, 8, 9, 10 and 11. Borrower shall not have any rights or powers with respect to such amounts except as expressly provided in this Article 7.

Security Interest in Proceeds and Accounts. Borrower hereby pledges, assigns and transfers to the Administrative Agent on behalf of the Banks and grants to Depositary Agent on behalf of the Banks a security interest in and to all of its right, title and interest in and to all Insurance Proceeds and Eminent Domain Proceeds (to the extent permitted under the Calpine Indenture) (collectively, "Proceeds"), Accounts, Sub-Accounts and contents of Accounts and Sub-Accounts, as security for the Loans and the full and faithful performance of all of Borrower's obligations hereunder and under the other Credit Documents. Borrower shall not have any rights or powers with respect to any Account except to have funds on deposit therein applied or distributed to Borrower in accordance with this Agreement. Administrative Agent is hereby authorized to reduce to cash any Permitted Investment (without regard to maturity) in order to make any application required by any section of this Article 7 or otherwise pursuant to the Credit Documents. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent shall have all rights and powers with respect to Proceeds, the Accounts and the contents of the Accounts as it has with respect to any other Collateral and may apply such amounts to the payment of interest, principal, fees, costs, charges or other amounts due or payable to Administrative Agent or the Banks with respect to the Loans in such order as the Majority Required Banks may elect in their sole discretion. If such Event of Default occurs prior to Term-Conversion, until such time as the Majority Banks so elect to exercise such rights and powers, amounts in the Revenue Account constituting Project Operating Revenues shall continue to be applied by Agent to Pre-Conversion Senior O&M Costs to the extent that Agent so elects in its sole discretion. If such Event of Default occurs following Term-Conversionis continuing, until such time as the Required Banks so elect to exercise such rights and powers, amounts in the Revenue Account shall continue to be applied by Administrative Agent to the payment categories specified in Waterfall Levels 1 (to the extent of actual Senior O&M Costs payable to third parties that are not Affiliates of Borrower) and 2 through 75 and Xxxxx 0, and, to the extent that Agent so elects Administrative Agent, as directed by the Required Banks acting in its their sole discretion, so elects Waterfall Levels 16, 87, 9, 10 8 and 1110. Borrower shall not have any rights or powers with respect to such amounts except as expressly provided in this Article 7.

Security Interest in Proceeds and Accounts. Borrower hereby pledges, assigns and transfers to the Administrative Agent on behalf of the Banks and grants to Depositary Agent on behalf of the Banks a security interest in and to all of its right, title and interest in and to all Insurance Proceeds and Eminent Domain Proceeds (to the extent permitted under the Calpine Indenture) (collectively, "Proceeds"), Accounts, Sub-Accounts and contents of Accounts and Sub-Accounts, as security for the Loans and the full and faithful performance of all of Borrower's obligations hereunder and under the other Credit Documents. Borrower shall not have any rights or powers with respect to any Account except to have funds on deposit therein applied or distributed to Borrower in accordance with this Agreement. Administrative Agent is hereby authorized to reduce to cash any Permitted Investment (without regard to maturity) in order to make any application required by any section of this Article 7 or otherwise pursuant to the Credit Documents. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent shall have all rights and powers with respect to Proceeds, the Accounts and 92 107 the contents of the Accounts as it has with respect to any other Collateral and may apply such amounts to the payment of interest, principal, fees, costs, charges or other amounts due or payable to Administrative Agent or the Banks with respect to the Loans in such order as the Majority Required Banks may elect in their sole discretion. If such Event of Default occurs prior to Term-Conversion, until such time as the Majority Banks so elect to exercise such rights and powers, amounts in the Revenue Account constituting Project Operating Revenues shall continue to be applied by Agent to Pre-Conversion Senior O&M Costs to the extent that Agent so elects in its sole discretion. If such Event of Default occurs following Term-Conversionis continuing, until such time as the Required Banks so elect to exercise such rights and powers, amounts in the Revenue Account shall continue to be applied by Administrative Agent to the payment categories specified in Waterfall Levels 1 (to the extent of actual Senior O&M Costs payable to third parties that are not Affiliates of Borrower) and 2 through 75 and Levex 0, andxxd, to the extent that Agent so elects Administrative Agent, as directed by the Required Banks acting in its their sole discretion, so elects Waterfall Levels 16, 87, 9, 10 8 and 1110. Borrower shall not have any rights or powers with respect to such amounts except as expressly provided in this Article 7.

Security Interest in Proceeds and Accounts. Borrower hereby pledges, assigns and transfers to the Administrative Agent on behalf of the Banks and grants to Depositary Agent on behalf of the Banks a security interest in and to all of its right, title and interest in and to all Insurance Proceeds and Eminent Domain Proceeds (to the extent permitted under the Calpine Indenture) (collectively, "Proceeds"), Accounts, Sub-Accounts and contents of Accounts and Sub-Accounts, as security for the Loans and the full and faithful performance of all of Borrower's obligations hereunder and under the other Credit Documents. Borrower shall not have any rights or powers with respect to any Account except to have funds on deposit therein applied or distributed to Borrower in accordance with this Agreement. Administrative Agent is hereby authorized to reduce to cash any Permitted Investment (without regard to maturity) in order to make any application required by any section of this Article 7 or otherwise pursuant to the Credit Documents. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent shall have all rights and powers with respect to Proceeds, the Accounts and the contents of the Accounts as it has with respect to any other Collateral and may apply such amounts to the payment of interest, principal, fees, costs, charges or other amounts due or payable to Administrative Agent or the Banks with respect to the Loans in such order as the Majority Required Banks may elect in their sole discretion. If such Event of Default occurs prior to Term-Conversion, until such time as the Majority Banks so elect to exercise such rights and powers, amounts in the Revenue Account constituting Project Operating Revenues shall continue to be applied by Agent to Pre-Conversion Senior O&M Costs to the extent that Agent so elects in its sole discretion. If such Event of Default occurs following Term-Conversionis continuing, until such time as the Required Banks so elect to exercise such rights and powers, amounts in the Revenue Account shall continue to be applied by Administrative Agent to the payment categories specified in Waterfall Levels 1 (to the extent of actual Senior O&M Costs payable to third parties that are not Affiliates of Borrower) and 2 through 75 and Levex 0, andxxd, to the extent that Agent so elects Administrative Agent, as directed by the Required Banks acting in its their sole discretion, so elects Waterfall Levels 16, 87, 9, 10 8 and 1110. Borrower shall not have any rights or powers with respect to such amounts except as expressly provided in this Article 7.