Credit and Collateral. We have reviewed and approved your credit prior to entering this Agreement, and any credit terms are reflected on the Service Application. Should we at any time during the term become reasonably concerned about your credit quality (as result of, for instance, late payments or a credit rating agency downgrade or changes in consumption), the we may require, and you will provide to our reasonable satisfaction, additional credit assurance in the form of prepayment, a cash deposit or a letter of credit or a payment guaranty from a credit qualified party (“Performance Assurance”).
Credit and Collateral. Seller’s Credit and Collateral Requirements If, at any time during the Term Seller does not have a Credit Rating, or if its Credit Rating is below BBB- from S&P or Baa3 from Xxxxx’x, if rated by both S&P and Xxxxx’x or below BBB- from S&P or Baa3 from Xxxxx’x, if rated by either S&P or Xxxxx’x, but not both, Seller shall provide and maintain collateral with Buyer in an amount equal to twenty percent (20%) of the sum of the estimated Delivered Capacity Payments for all of the remaining months of the Delivery Period including the current month, with such estimated Delivered Capacity Payments being based on the applicable Monthly Quantity values times the applicable Contract Price (“Performance Assurance”). If Seller’s Credit Rating is at or above BBB- from S&P and Baa3 from Xxxxx’x, if rated by both S&P and Xxxxx’x, or at or above BBB- from S&P or Baa3 from Xxxxx’x, if rated by either S&P or Xxxxx’x, but not both, Seller shall have no obligation to provide Performance Assurance to Buyer, and Sections 5.2 through 5.5 will not be applicable. If required pursuant to Section 5.1(a), Seller shall post the Performance Assurance with Buyer within ten (10) Business Days of the Execution Date. Grant of Security Interest/Remedies To secure its obligations under this Agreement, and until released as provided herein, Seller hereby grants to Buyer a present and continuing security interest in, and lien on (and right of setoff against), and collateral assignment of, the Performance Assurance and all cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, such Buyer, and each Party agrees to take such action as the other Party reasonably requires in order to perfect Buyer’s first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance and collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default or an Early Termination Date, Buyer, if it is the Non-Defaulting Party, may do any one or more of the following: (i) exercise any of the rights and remedies of a Buyer with respect to all Performance Assurance, including any such rights and remedies under law then in effect; (ii) exercise its rights of setoff against any and all property of the Defaulting Party in th...
Credit and Collateral. 15 5.1. Seller’s Credit and Collateral Requirements 15 5.2. Grant of Security Interest/Remedies 15 5.3. Reduction and Substitution of Performance Assurance 16 5.4. Administration of Performance Assurance 17 5.5. Exercise of Rights against Performance Assurance 19 5.6. Financial Information 19 5.7. Access to Financial Information 20 5.8. Uniform Commercial Code Waiver 20
Credit and Collateral. 16 5.1. Seller’s Credit and Collateral Requirements 16 5.2. Grant of Security Interest/Remedies 17 5.3. Reduction and Substitution of Performance Assurance 17 5.4. Administration of Performance Assurance 19 5.5. Exercise of Rights against Performance Assurance 21 5.6. Financial Information 21 5.7. Access to Financial Information 22 5.8. Uniform Commercial Code Waiver 24 ARTICLE 6. SPECIAL TERMS AND CONDITIONS 25 6.1. Limitation of Liability 25 6.2. Buyer Provision of Information 25 6.3. Changes in Applicable Laws 25 6.4. DBE Reporting 26 6.5. Governmental Charges 26 6.6. Customers in Buyer Automated Demand Response Program 26 ARTICLE 7. REPRESENTATIONS, WARRANTIES AND cOVENANTS 27
Credit and Collateral. Development Security.
Credit and Collateral. 30 9.1. Financial Information. 30 9.2. Seller’s Credit Requirements. 31 9.3. Administration of Performance Assurance and Delivery Date Security. 32 9.4. First Priority Security Interest. 34 9.5. Uniform Commercial Code Waiver. 34
Credit and Collateral for the PFI's Obligations. The PFI shall pledge collateral pursuant to the terms and conditions of the Advances Agreement to secure its Credit Enhancement. As security for its Credit Enhancement together with all other obligations of the PFI arising under this Contract, the PFI, pursuant to the Advances Agreement, assigns, transfers, and pledges to the Bank, and grants to the Bank, a security interest in collateral identified, by category, by specific item or otherwise, by the PFI. The Credit Enhancement and all other obligations of the PFI under this Contract shall be an obligation arising under and secured pursuant to the Advances Agreement, and deemed to be Indebtedness or Liabilities (if either term is used in the Advances Agreement) of the PFI and an extension of credit by the Bank pursuant to the Advances Agreement. The PFI shall at all times maintain an adequate amount of pledged collateral for its Credit Enhancement, which amount shall be determined by the Bank, taking into account other credit obligations of the PFI secured pursuant to the terms and conditions of the Advances Agreement. It is understood and agreed, notwithstanding any other provision of this Contract or any pledge of collateral for a particular purpose, that all collateral, and proceeds thereof, in which the Bank has a security interest secures any and all indebtedness or liability of the PFI to the Bank arising under any agreement with the Bank as more fully provided in the Advances Agreement and in Section 4.8 of this Contract. Notwithstanding the foregoing provision of this Section 4.7, the collateral and security interest granted hereunder shall not be deemed in any manner to evidence that the delivery of the Mortgages hereunder is a secured borrowing as opposed to a true sale. The PFI agrees that until all Mortgages serviced or credit enhanced under this Contract are repaid or otherwise disposed of, the PFI will continue to provide the Bank with financial information as required by the Guides, the MPF Program Requirements and the Bank from time to time, and to notify the Bank promptly in writing of any material changes that occur in the PFI's financial condition. The PFI further agrees that the Bank may provide such financial information to the MPF Provider and other Participants or potential Participants in the Mortgages. Further, the PFI represents and warrants to the Bank that the PFI has the full power and authority to provide the Credit Enhancement required under this Ar...
Credit and Collateral. EXCEPTIONS --------------------------------
Credit and Collateral. 9 5.1. Seller’s Credit and Collateral Requirements 9 EMAND RESPONSE RESOURCE PURCHASE AGREEMENT BETWEEN [SELLER] AND PACIFIC GAS AND ELECTRIC COMPANY Table Of Contents (Continued) 5.2. Grant of Security Interest/Remedies 10 5.3. Reduction and Substitution of Performance Assurance 10 5.4. Administration of Performance Assurance 12 5.5. Exercise of Rights against Performance Assurance 14 5.6. Financial Information 14 5.7. Access to Financial Information 15 5.8. Uniform Commercial Code Waiver 15
Credit and Collateral. 16 5.1. Seller’s Credit and Collateral Requirements 16 5.2. Grant of Security Interest/Remedies 17 5.3. Reduction and Substitution of Performance Assurance 18 5.4. Administration of Performance Assurance 19 5.5. Exercise of Rights against Performance Assurance 21 5.6. Financial Information 22 5.7. Access to Financial Information 22 5.8. Uniform Commercial Code Waiver 25 ARTICLE 6. SPECIAL TERMS AND CONDITIONS 25 6.1. Limitation of Liability 25 6.2. Buyer Provision of Information 25 6.3. Changes in Applicable Laws 25 6.4. DBE Reporting 26 6.5. Governmental Charges 26 6.6. Customers in Buyer Automated Demand Response Program 26 ARTICLE 7. REPRESENTATIONS, WARRANTIES AND cOVENANTS 28 7.1. Representations and Warranties of Both Parties 28 7.2. Additional Seller Representations, Warranties and Covenants 29 ARTICLE 8. NOTICES 33 8.1. Notices 33 8.2. Contact Information 33 ARTICLE 9. EVENTS OF DEFAULT; TERMINATION 35 9.1. Events of Default 35 9.2. Early Termination 36 9.3. Termination Payment 37 9.4. Reserved 37 9.5. Suspension of Performance 37 9.6. Rights and Obligations Surviving Termination or Expiration 37 ARTICLE 10. DISPUTE RESOLUTION 38 10.1. Dispute Resolution 38 10.2. Negotiation 38 10.3. Mediation 39 10.4. Arbitration 40 10.5. Provisional Relief 42 ARTICLE 11. INDEMNIFICATION 43 11.1. Seller’s Indemnification Obligations 43 11.2. Indemnification Claims 43 ARTICLE 12. LIMITATION OF REMEDIES, LIABILITY, AND DAMAGES 44 ARTICLE 13. CONFIDENTIALITY 45 13.1. Confidentiality and Privacy Obligations 45 13.2. Obligation to Notify 46 13.3. Remedies; Survival 46 ARTICLE 14. FORCE MAJEURE 46 ARTICLE 15. MISCELLANEOUS 47 15.1. General 47 15.2. Governing Law and Venue 47 15.3. Amendment 47 15.4. Assignment 48 15.5. Successors and Assigns 48 15.6. Waiver 48 15.7. No Agency 49 15.8. No Third-Party Beneficiaries 49 15.9. Entire Agreement 49 15.10. Severability 49 15.11. Multiple Originals 49 15.12. Mobile Sierra 49 15.13. Performance Under this Agreement 50 EXHIBIT A DEFINITIONS EXHIBIT B MONTHLY CONTRACTED QUANTITY AND CORRESPONDING CONTRACT PRICE EXHIBIT C FORM OF NOTICE OF DEMONSTRATED CAPACITY EXHIBIT D COMMUNICATION PROTOCOLS FOR DATA ISSUES EXHIBIT E MINIMUM ENERGY DISPATCH REQUIREMENTS EXHIBIT F FORM OF NOTICE OF SHOWING MONTH SUPPLY PLAN EXHIBIT G IMPLEMENTATION GUIDELINES FOR QUALIFYING CAPACITY EXHIBIT H MILESTONE SCHEDULE AND FORM OF PROGRESS REPORT EXHIBIT I FORM OF LETTER OF CREDIT DEMAND RESPONSE RESOURCE PURCHASE AGREEMENT BY AND BETWEEN [NAME OF SELLER]...
