Common use of Security for Payments Clause in Contracts

Security for Payments. To secure Buyer’s obligations hereunder, including but not limited to the obligations to make payments, Purchaser hereby pledges, assigns and grants to Seller, and hereby creates a continuing first priority lien and security interest in favor of Seller in and to all of its right, title and interest in and to the Membership Interests (the “Security Interest”) and authorizes Seller to file a UCC-1 Financing Statement that contains the information required by Article 9 of the Uniform Commercial Code in the applicable jurisdiction to perfect the Security Interest. Upon the receipt by Seller of the Final Payment in accordance with Section 1.3(c), the Security Interest shall automatically be deemed released, and Seller shall promptly take such actions as are necessary to release or cause the release (and hereby authorizes Buyer to so release) such Security Interest, including by filing UCC-3 termination statements. Until the Final Payment is made, Buyer shall not (x) transfer of further encumber the Membership Interests, (y) consent to the merger, conversion or dissolution of the Project Company or (z) amend the operating agreement or articles of organization of the Project Company; provided that Buyer may cause such operating agreement to be amended and restated in substantially the form attached hereto as Exhibit F.