Common use of Collateral Threshold Clause in Contracts

Collateral Threshold. ⌧ Not Applicable □ Applicable If applicable, complete the following: Party A Collateral Threshold: $ ; provided, however, that Party A’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party A has occurred and is continuing. Party A Independent Amount: $ Party A Rounding Amount: $ (d) Downgrade Event: □ Not Applicable ⌧ Applicable If applicable, complete the following: ⌧ It shall be a Downgrade Event for Party A if Party A’s Credit Ratings from both S&P and Moody’s fall below BBB and Baa2, respectively, or if Party A is not rated by either S&P or Moody’s. □ Other: Specify: (e) Guarantor for Party A: Guarantee Amount: Confidentiality ⌧ Confidentiality Applicable If not checked, inapplicable. □ Party A is a Governmental Entity or Public Power System ⌧ Party B is a Governmental Entity or Public Power System ⌧ Add Section 3.6. If not checked, inapplicable ⌧ Add Section 8. If not checked, inapplicable. Collateral description as follows: Party B shall direct Pacific Gas & Electric (“PG&E”) to deposit into a lockbox account, in favor of Party A, all of the proceeds of all of the customer account receipts (net of the amounts to be paid to PG&E) received by Party B from the sale of the Product to its customers. Party A shall receive, in accordance with an account control agreement, payments for its invoice for the previous calendar month and after Party A’s invoice is paid, the amounts remaining in such lockbox shall be immediately released to Party B on the 25th of each calendar month. Party A acknowledges that revenues from customer account receipts may be subject to a lien securing secured loan facilities for Party B provided that Party A, Party B and the lender(s) of such secured loan facilities shall have agreed to an intercreditor agreement acceptable to Party A in its reasonable discretion to the extent that Party A’s lien on the amounts in the lockbox is at least pari passu with the lien of Party B’s lender(s). The Parties agree that the lockbox account shall be in the name of Party B, and any interest earned thereon shall accrue in favor of Party B. 1) In Section 1.1, add the following sentence at the end of the definition of “Affiliate”: “ The Parties hereby agree and acknowledge that the members of Party B shall not constitute or otherwise be deemed an “Affiliate” for the purposes of this Master Agreement or any Confirmation executed in connection therewith.” 2) In Section 1.27 delete the word “transferable” in the first line and insert the following after the last sentence: “The value of the Letter of Credit shall be its principal amount (the “Value”), provided that if the Letter of Credit expires within thirty days after the date its Value is being determined, its Value shall be zero. If a Party has delivered more than one form of Performance Assurance to the Secured Party, when a return of Performance Assurance is to be made, the Secured Party may elect which form to transfer.” The issuer of any Letter of Credit shall be rated, at all times when such Letter of Credit is outstanding, no less than A by S&P and A by Moody’s. 3) Section 1.50 (Recording) is hereby deleted in its entirety. 4) In Section 2.1, delete “orally or, if expressly required by either Party with respect to a particular Transaction,” in the 2nd line. 5) In Section 2.1, the last sentence is deleted in its entirety and replaced with the following: “Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction; provided, however, the Party A acknowledges that no employee may amend or otherwise materially modify this Master Agreement or Confirmation without the approval of the board of Party B, and that the only employees with authority to act on behalf of Party B shall be limited based on the certified incumbency delivered to Party A pursuant to Section 10.15.”

Collateral Threshold. ⌧ Not Applicable □ Applicable If applicable, complete at any time and from time to time during the following: Party A Collateral Threshold: $ ; provided, however, that Party A’s Collateral Threshold shall be zero if term of this Agreement (and notwithstanding whether an Event of Default or Potential Event of Default with respect has occurred), the Termination Payment that would be owed to Party A has occurred and is continuing. plus Party A B’s Independent Amount: $ Party A Rounding Amount: $ (d) Downgrade Event: □ Not Applicable ⌧ Applicable If applicable, complete if any, exceeds the following: ⌧ It shall be a Downgrade Event for Party A if Party A’s Credit Ratings from both S&P and Moody’s fall below BBB and Baa2, respectively, or if Party A is not rated by either S&P or Moody’s. □ Other: Specify: (e) Guarantor for Party A: Guarantee Amount: Confidentiality ⌧ Confidentiality Applicable If not checked, inapplicable. □ Party A is a Governmental Entity or Public Power System ⌧ Party B is a Governmental Entity or Public Power System ⌧ Add Section 3.6. If not checkedCollateral Threshold, inapplicable ⌧ Add Section 8. If not checked, inapplicable. Collateral description as follows: Party B shall direct Pacific Gas & Electric (“PG&E”) to deposit into a lockbox account, in favor of then Party A, all of the proceeds of all of the customer account receipts (net of the amounts to be paid to PG&E) received by on any Business Day, may request that Party B from the sale of the Product to its customers. Party A shall receive, provide Performance Assurance in accordance with an account control agreement, payments for its invoice for the previous calendar month and after Party A’s invoice is paid, the amounts remaining in such lockbox shall be immediately released to Party B on the 25th of each calendar month. Party A acknowledges that revenues from customer account receipts may be subject to a lien securing secured loan facilities for Party B provided that Party A, Party B and the lender(s) of such secured loan facilities shall have agreed to an intercreditor agreement acceptable to Party A in its reasonable discretion amount equal to the extent that Party A’s lien on amount by which the amounts in the lockbox is at least pari passu with the lien of Termination Payment plus Party B’s lender(s). The Parties agree that Independent Amount, if any, exceeds the lockbox account shall be in the name of Party B, and any interest earned thereon shall accrue in favor of Party B. 1) In Section 1.1, add the following sentence at the end of the definition of “Affiliate”: “ The Parties hereby agree and acknowledge that the members of Party B shall not constitute or otherwise be deemed an Collateral Threshold as specified in Schedule [12] (rounding upwards for any fractional amount to the next Party B Rounding Amount) (“Affiliate” for the purposes of this Master Agreement or any Confirmation executed in connection therewith.” 2) In Section 1.27 delete the word “transferable” in the first line and insert the following after the last sentence: “The value of the Letter of Credit shall be its principal amount (the “ValueParty B Performance Assurance”), provided that if the Letter of Credit expires within thirty days after the date its Value is being determined, its Value less any Party B Performance Assurance already posted with Party A. Such Party B Performance Assurance shall be zero. If a Party has delivered more than one form of Performance Assurance to the Secured Party, when a return of Performance Assurance is to be made, the Secured Party may elect which form to transfer.” The issuer of any Letter of Credit shall be rated, at all times when such Letter of Credit is outstanding, no less than A by S&P and A by Moody’s. 3) Section 1.50 (Recording) is hereby deleted in its entirety. 4) In Section 2.1, delete “orally or, if expressly required by either Party with respect to a particular Transaction,” in the 2nd line. 5) In Section 2.1, the last sentence is deleted in its entirety and replaced with the following: “Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction; provided, however, the Party A acknowledges that no employee may amend or otherwise materially modify this Master Agreement or Confirmation without the approval of the board of Party B, and that the only employees with authority to act on behalf of Party B shall be limited based on the certified incumbency delivered to Party A within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party B, at its sole cost, may request that such Party B Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party B’s Independent Amount, if any (rounding upwards for any fractional amount to the next Party B Rounding Amount). In the event that Party B fails to provide Party B Performance Assurance pursuant to the terms of this Article [XII] within three (3) Business Days, then an Event of Default under Article [XIX] shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article [XIX]. For purposes of this Section [12.1(c)], the calculation of the Termination Payment shall be calculated pursuant to Section 10.15[19.2] by Party A as if the entire Transaction has been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party B to Party A, whether or not such amounts are due, for performance already provided pursuant to the Transaction.”