Common use of Replacement Collateral Clause in Contracts

Replacement Collateral. (a) During the Replacement Collateral Period, NewPower may substitute Eligible Accounts and Eligible Natural Gas (collectively, "REPLACEMENT COLLATERAL") for cash Collateral currently held by the Enron Parties in a total amount up to but not exceeding the lesser of (i) $40,000,000 or (ii) the sum (the "Clause (ii) Amount") of the respective Applicable Percentages of each category of Eligible Accounts and 50% of Eligible Natural Gas; such lesser amount of (i) and (ii) above to be referred to hereafter as the "Substitution Amount". The Applicable Percentage for any Eligible Account shall be the percentage specified for that kind of Eligible Account on Exhibit B hereto. During the month of October 2001, NewPower may substitute no more than $25,000,000 in Replacement Collateral for Returned Cash Collateral. The Parties expressly acknowledge and agree that the Substitution Amount of Replacement Collateral, as determined from time to time pursuant to the terms hereof, shall constitute acceptable Collateral for the obligations of NewPower under the Master Netting Agreement during the Replacement Collateral Period. At no time during the Replacement Collateral Period shall the Enron Parties be obligated to release any cash Collateral to NewPower that would result in NewPower's having posted cash Collateral to the Enron Parties of less than $70,000,000 unless NewPower's Collateral requirement under the Master Netting Agreement is less than such amount, in which case all of NewPower's Collateral posted to the Enron Parties shall be provided in cash. As examples, if during October 2001 of the Replacement Collateral Period, NewPower has posted as Collateral with the Enron Parties $110,000,000 in cash, has a Clause (ii) Amount calculated at $50,000,000, and has a requirement for margin of $125,000,000 under the Master Netting Agreement, then NewPower would be able during October to utilize $25,000,000 as the Substitution Amount toward satisfying the Collateral requirement and would be obligated to post $100,000,000 in cash Collateral for the balance of the Collateral requirement, and the Enron Parties would be obligated to release $10,000,000 of cash Collateral to NewPower. In November 2001 under the same assumptions, NewPower would be able to utilize $40,000,000 as the Substitution Amount toward satisfying the Collateral requirement and would be obligated to post $85,000,000 in cash Collateral for the balance of the Collateral requirement, and the Enron Parties would be obligated to release an additional $15,000,000 of cash Collateral to NewPower. If during November 2001, NewPower has a Clause (ii) Amount of $50,000,000 and has a requirement for margin of $65,000,000 under the Master Netting Agreement, then NewPower would not be able during November to utilize any amount of the Substitution Amount toward satisfying the Collateral requirement and would be obligated to post $65,000,000 in cash Collateral. If the requirement for margin then increased to $70,000,000, NewPower would be obligated to post an additional $5,000,000 in cash Collateral, for a total of $70,000,000 in cash Collateral. (b) NewPower may on any Business Day, and covenants that it shall on the first Business Day of each week during the Replacement Collateral Period (the date of delivery of a Replacement Collateral Certificate being the "CERTIFICATE DELIVERY DATE") deliver to the Enron Parties, by delivery to each of Michael Tribolet (facsimile number 713-646-8525) and William Bradford (▇▇▇▇▇▇▇▇▇ ▇▇▇▇er 713-646-8525) or such other person(▇) ▇▇ ▇▇▇▇▇▇▇▇▇y directed by the Enron Parties in writing, a certificate of a responsible officer of NewPower (a "REPLACEMENT COLLATERAL CERTIFICATE") (i) certifying, as of the immediately preceding Business Day, the Substitution Amount, the amount of cash Collateral and Replacement Collateral posted to the Enron Parties hereunder, the absence of Default under the Master Netting Agreement, the aggregate amount of all Permitted Deposits, including cash, collateral, or margin payments deposited or posted with any third party for the purposes of providing collateral or margin, and a listing and aging of Utility Billed Accounts and NewPower Billed Accounts reconciled to the aggregate Replacement Collateral shown in the Replacement Collateral Certificate to which it is attached ("AGING REPORT"), and (ii) containing a daily cash forecast for the current month and the subsequent month. The Replacement Collateral Certificate shall be substantially in the form attached hereto as Exhibit "B". On the second Business Day after each Certificate Delivery Date (or, if the Replacement Collateral Certificate is delivered before noon New York time on the Certificate Delivery Date, then on the next Business Day) and provided that no Default under the Master Netting Agreement then exists, the Enron Parties shall release excess cash Collateral to NewPower under the terms and conditions provided herein ("RETURNED CASH COLLATERAL"); provided, however, if the most recent Replacement Collateral Certificate from NewPower would require the Enron Parties to return a lesser amount of cash Collateral, then the Enron Parties shall be obligated to return only such lesser amount. Any determination of the Substitution Amount shall be made as of the date specified and shall be without prejudice to any Party thereafter to seek additional Collateral or the return of Collateral in accordance with the terms of the Master Netting Agreement as amended by this Second Amendment. (c) NewPower covenants and agrees during the Replacement Collateral Period to use its available cash, including the Returned Cash Collateral, to pay its obligations in the ordinary course of its business and for no other purpose. Specifically, during the Replacement Collateral Period, NewPower shall not use cash, including the Returned Cash Collateral, to fund costs or expenses incurred outside the ordinary course of NewPower's normal business operations, including, without limitation, payment of dividends, payment of obligations (other than to Enron Parties) before they come due, making loans or advances to employees other than ordinary travel advances or the like, or funding executive deferred compensation, "parachute" agreements or other similar agreements; provided, however, that during the Replacement Collateral Period, NewPower may (x) make severance payments under employment or other agreements that do not require the payment of lump sum severance amounts and (y) make lump sum payments under employment or severance agreements in writing in existence as of the date of this Second Amendment, up to an aggregate amount of $500,000. NewPower, however, shall have the right to use available cash, including the Returned Cash Collateral, to make (i) expenditures in connection with any acquisition if and only if such actions are approved in advance by the Board of Directors of NewPower Holdings Inc. in accordance with the by-laws of NewPower Holdings Inc., and (ii) additional margin payments or deposits to third parties including deposits on accounts and to sureties ("Permitted Deposits"); provided, however, in no event shall NewPower use in excess of $5,000,000 of the Returned Cash Collateral to make such additional Permitted Deposits to third parties over and above the total amount of $94,270,000, which is the aggregate amount of such margin payments and deposits posted by NewPower as of the date of this Second Amendment. (d) The right of NewPower to provide Replacement Collateral shall terminate at the expiration of the Replacement Collateral Period. Prior to the scheduled expiration of the Replacement Collateral Period on January 4, 2002, NewPower shall have the right to provide cash or other Collateral meeting the requirements under the Master Netting Agreement (without giving effect to this Second Amendment) in replacement for the Replacement Collateral and to elect in writing to terminate the Replacement Collateral Period, and the Enron Parties shall then be obligated to release the Replacement Collateral. Upon expiration of the Replacement Collateral Period, NewPower shall immediately provide the full amount of cash or other Collateral meeting the requirements of the Master Netting Agreement (without giving effect to this Second Amendment). The Enron Parties shall not be obligated to release any Replacement Collateral unless and until NewPower shall have provided all Collateral to the Enron Parties in accordance with the terms of the Master Netting Agreement (without giving effect to this Second Amendment). (e) Contemporaneously with the execution of this Second Amendment, NewPower is executing that certain General Security Agreement dated of even date herewith (the "SECURITY AGREEMENT") in favor of the Enron Parties granting a security interest in and lien upon all Accounts and Inventory of NewPower and certain General Intangibles of New Power as defined under the Uniform Commercial Code as enacted by the State of New York, in consideration of the Enron Parties' agreement herein to accept Replacement Collateral.

Replacement Collateral. (a) During the Replacement Collateral Period, NewPower New Power may substitute Eligible Accounts and Eligible Natural Gas (collectively, "REPLACEMENT COLLATERAL"“Replacement Collateral”) for cash Collateral currently held by the Enron Parties in a total amount up to but not exceeding the lesser of (i) $40,000,000 or and (ii) the sum (the "Clause (ii) Amount") of the respective Applicable Percentages of each category 85% of Eligible Accounts and 50% of Eligible Natural Gas; such lesser amount of Gas (i) and (ii) above to be referred to hereafter as the "“Substitution Amount". The Applicable Percentage for any Eligible Account shall be the percentage specified for that kind of Eligible Account on Exhibit B hereto). During the month of October 2001, NewPower may substitute no more than $25,000,000 20,000,000 in Replacement Collateral for Returned Cash Collateral. The Parties expressly acknowledge and agree that the Substitution Amount of Replacement Collateral, as determined from time to time pursuant to the terms hereof, shall constitute acceptable Collateral for the obligations of NewPower New Power under the Master Netting Agreement during the Replacement Collateral Period. At no time during the Replacement Collateral Period shall the Enron Parties be obligated to release any cash Collateral to NewPower New Power that would result in NewPower's New Power having posted cash Collateral to the Enron Parties of less than $70,000,000 unless NewPower's New Power’s Collateral requirement under the Master Netting Agreement is less than such amount, in which case all of NewPower's New Power’s Collateral posted to the Enron Parties shall be provided in cash. As examples, if during October 2001 of the Replacement Collateral Period, NewPower has posted as Collateral with the Enron Parties $110,000,000 in cash, has a Clause (ii) Amount calculated at $50,000,000, and has a requirement for margin of $125,000,000 under the Master Netting Agreement, then NewPower would be able during October to utilize $25,000,000 as the Substitution Amount toward satisfying the Collateral requirement and would be obligated to post $100,000,000 in cash Collateral for the balance of the Collateral requirement, and the Enron Parties would be obligated to release $10,000,000 of cash Collateral to NewPower. In November 2001 under the same assumptions, NewPower would be able to utilize $40,000,000 as the Substitution Amount toward satisfying the Collateral requirement and would be obligated to post $85,000,000 in cash Collateral for the balance of the Collateral requirement, and the Enron Parties would be obligated to release an additional $15,000,000 of cash Collateral to NewPower. If during November 2001, NewPower has a Clause (ii) Amount of $50,000,000 and has a requirement for margin of $65,000,000 under the Master Netting Agreement, then NewPower would not be able during November to utilize any amount of the Substitution Amount toward satisfying the Collateral requirement and would be obligated to post $65,000,000 in cash Collateral. If the requirement for margin then increased to $70,000,000, NewPower would be obligated to post an additional $5,000,000 in cash Collateral, for a total of $70,000,000 in cash Collateral. (b) NewPower may on any Business Day, and New Power covenants that it shall on the first Business Day of each week during the Replacement Collateral Period (the date of delivery of a Replacement Collateral Certificate being the "CERTIFICATE DELIVERY DATE") deliver to the Enron Parties, by delivery to on each of Michael Tribolet (facsimile number 713-646-8525) and William Bradford (▇▇▇▇▇▇▇▇▇ ▇▇▇▇er 713-646-8525) or such other person(▇) ▇▇ ▇▇▇▇▇▇▇▇▇y directed by the Enron Parties in writingBusiness Day, a certificate of a responsible officer of NewPower New Power (a "REPLACEMENT COLLATERAL CERTIFICATEReplacement Collateral Certificate") ) (i) certifying, as of the immediately preceding Business Day, certifying the Substitution Amount, the amount of cash Collateral and Replacement Collateral posted to the Enron Parties hereunder, the absence of Default under the Master Netting Agreement, Agreement and a listing of the aggregate amount amounts of all Permitted Deposits, including cash, collateral, cash deposits or margin payments collateral deposited or posted with any third party for the purposes of providing collateral or margin, and a listing and aging of Utility Billed Accounts and NewPower Billed Accounts reconciled to the aggregate Replacement Collateral shown in the Replacement Collateral Certificate to which it is attached ("AGING REPORT")party, and (ii) containing a daily cash forecast for the current month and the subsequent month. The Replacement Collateral Certificate shall be substantially in the form attached hereto as Exhibit "B". On Within two (2) Business Days of the second Business Day after each Certificate Delivery Date (or, if the Enron Parties receipt of a Replacement Collateral Certificate is delivered before noon from New York time on the Certificate Delivery Date, then on the next Business Day) Power and provided that no Default under the Master Netting Agreement then exists, the Enron Parties shall release any excess cash Collateral to NewPower New Power under the terms and conditions provided herein ("RETURNED CASH COLLATERAL"“Released Cash Collateral”); provided, however, if the most recent Replacement Collateral Certificate from NewPower would require the Enron Parties to return a lesser amount of cash Collateral, then the Enron Parties shall be obligated to return only such lesser amount. Any determination of the Substitution Amount shall be made as of the date specified and shall be without prejudice to any Party thereafter to seek additional Collateral or the return of Collateral in accordance with the terms of the Master Netting Agreement as amended by this Second Amendment, provided that any subsequent return(s) of any excess Collateral shall first be of Replacement Collateral and then of cash posted as Collateral under the Master Netting Agreement. (c) NewPower New Power covenants and agrees during the Replacement Collateral Period to use its available cash, including the Returned Cash Collateral, to pay its obligations in the ordinary course of its business and for no other purpose. Specifically, during the Replacement Collateral Period, NewPower New Power shall not use cash, including the Returned Cash Collateral, to fund costs or expenses incurred outside the ordinary course of NewPower's New Power’s normal business operations, including, without limitation, payment of dividends, payment of obligations (other than to Enron Parties) before they come dueprepay obligations, making loans or advances to employees other than ordinary travel advances or the like, or funding executive deferred compensation, "parachute" agreements or other similar agreements; provided, however, that during the Replacement Collateral Period, NewPower may (x) make severance payments under employment or other agreements that do not require the payment of lump sum severance amounts and (y) make lump sum payments under employment employee parachute or severance agreements in writing in existence as of the date of this Second Amendment, up to an aggregate amount of $500,000agreements. NewPower, however, shall have the right to use available cash, including the Returned Cash Collateral, to make (i) expenditures in connection with any acquisition if and only if such actions are approved in advance by not less than 70% of the Directors of New Power Holdings, Inc. then in office, either by written consent (for which all Directors shall receive at least three Business Days' prior notice) in lieu of a meeting or at a duly called meeting of the Board of Directors of NewPower Holdings Inc. in accordance with the by-laws of NewPower Holdings Inc.Directors, and (ii) additional margin payments or payments/account deposits to third parties including deposits on accounts and to sureties ("Permitted Deposits")parties; provided, however, in no event shall NewPower New Power use in excess of $5,000,000 of the Returned Cash Collateral to make such additional Permitted Deposits margin payments/account deposits to third parties over and above the total amount of $94,270,000, which is the aggregate amount of such margin payments and deposits posted by NewPower as of the date of this Second Amendmentparties. (d) The right of NewPower to provide Replacement Collateral shall terminate at On or before the expiration of the Replacement Collateral Period. Prior to the scheduled expiration of the Replacement Collateral Period on January 4, 2002, NewPower New Power shall have the right to provide cash or other Collateral meeting the requirements under the Master Netting Agreement (without giving effect to this Second Amendment) in replacement for the Replacement Collateral. The right of New Power to provide Replacement Collateral and to elect in writing to shall terminate at the expiration of the Replacement Collateral Period, and the Enron Parties shall then be obligated to release the Replacement Collateral. Upon expiration of the Replacement Collateral Period, NewPower New Power shall immediately provide the full amount of cash or other Collateral meeting the requirements of the Master Netting Agreement (without giving effect to this Second Amendment). The Enron Parties shall not be obligated to release any Replacement Collateral unless and until NewPower New Power shall have provided all Collateral to the Enron Parties in accordance with the terms of the Master Netting Agreement (without giving effect to this Second Amendment). (e) Contemporaneously with the execution of this Second Amendment, NewPower New Power is executing that certain General Security Agreement dated of even date herewith (the "SECURITY AGREEMENT"“Security Agreement”) in favor of the Enron Parties granting a security securing interest in and lien upon all Accounts assets of New Power, including, without limitation, all Accounts, and Inventory of NewPower and certain General Intangibles of New Power as defined under the Uniform Commercial Code as enacted by the State of New York, in consideration of the Enron Parties' ’ agreement herein to accept Replacement CollateralCollateral in order to permit New Power to cure its existing Default under the Master Netting Agreement.

Replacement Collateral. Notwithstanding the foregoing and subject to this Section 6.18(b), Borrowers may propose to the Lenders a Transfer, or a series of Transfers, of the Capital Stock of Affiliates of PRHC or Sponsor to either Borrower which are not then part of the Collateral (a“Replacement Collateral”) During as substitutes for any existing Restricted Operating Company Subsidiary, and the Restricted Holding Company Subsidiary which directly owns the Capital Stock thereof (“Replaced Collateral”). If Borrowers propose any such substitution, the Lenders shall consider whether the Replacement Collateral Periodis satisfactory to serve as a substitute for the Replaced Collateral. If the Lenders, NewPower may substitute Eligible Accounts in their sole discretion, accept the contribution of any Replacement Collateral as a new Restricted Operating Company Subsidiary and Eligible Natural Gas new Restricted Holding Company Subsidiary (collectivelyas applicable), "REPLACEMENT COLLATERAL") for cash the Lenders and Collateral currently held by Agent shall release the Enron Parties Replaced Collateral from inclusion in a total amount up the Collateral and the Restricted Subsidiaries constituting such Replaced Collateral from their respective obligations under the Credit Documents and, upon the effectiveness of any such contribution and release, there shall be no further limitation on the direct or indirect Transfer of the Replaced Collateral. Upon the contribution of any Replacement Collateral pursuant to but not exceeding the lesser of this Section 6.18(b), (i) $40,000,000 the newly designated Restricted Operating Company Subsidiary shall be designated by the Lenders as a “Large Restricted Operating Company Subsidiary”, “Medium Restricted Operating Company Subsidiary” or “Small Restricted Operating Company Subsidiary” (ii) the sum (the "Clause (ii) Amount") at their sole discretion and based on a relative comparison of the respective Applicable Percentages cash flow profile and credit characteristics of each category the Subsidiaries included in the Collateral at the time of Eligible Accounts and 50% of Eligible Natural Gas; such lesser amount of substitution (iincluding the Replaced Collateral)) and (ii) above to be referred to hereafter as the "Substitution Amount". The Applicable Percentage for any Eligible Account shall be the percentage specified for that kind of Eligible Account on Exhibit B hereto. During the month of October 2001, NewPower may substitute no more than $25,000,000 in Replacement Collateral for Returned Cash Collateral. The Parties expressly acknowledge and agree that the Substitution Amount of Replacement Collateral, as determined from time to time pursuant to the terms hereof, shall constitute acceptable Collateral for the obligations of NewPower under the Master Netting Agreement during each Affiliate forming the Replacement Collateral Period. At no time during the Replacement Collateral Period shall the Enron Parties be obligated to release any cash Collateral to NewPower that would result treated in NewPower's having posted cash Collateral to the Enron Parties of less than $70,000,000 unless NewPower's Collateral requirement all respects as a Restricted Operating Company Subsidiary and Restricted Holding Company Subsidiary (as applicable) under the Master Netting Agreement is less than such amount, in which case all of NewPower's Collateral posted to the Enron Parties shall be provided in cash. As examples, if during October 2001 of the Replacement Collateral Period, NewPower has posted as Collateral with the Enron Parties $110,000,000 in cash, has a Clause (ii) Amount calculated at $50,000,000, and has a requirement for margin of $125,000,000 under the Master Netting Agreement, then NewPower would be able during October to utilize $25,000,000 as the Substitution Amount toward satisfying the Collateral requirement and would be obligated to post $100,000,000 in cash Collateral for the balance of the Collateral requirement, and the Enron Parties would be obligated to release $10,000,000 of cash Collateral to NewPower. In November 2001 under the same assumptions, NewPower would be able to utilize $40,000,000 as the Substitution Amount toward satisfying the Collateral requirement and would be obligated to post $85,000,000 in cash Collateral for the balance of the Collateral requirement, and the Enron Parties would be obligated to release an additional $15,000,000 of cash Collateral to NewPower. If during November 2001, NewPower has a Clause (ii) Amount of $50,000,000 and has a requirement for margin of $65,000,000 under the Master Netting Agreement, then NewPower would not be able during November to utilize any amount of the Substitution Amount toward satisfying the Collateral requirement and would be obligated to post $65,000,000 in cash Collateral. If the requirement for margin then increased to $70,000,000, NewPower would be obligated to post an additional $5,000,000 in cash Collateral, for a total of $70,000,000 in cash CollateralCredit Documents. (b) NewPower may on any Business Day, and covenants that it shall on the first Business Day of each week during the Replacement Collateral Period (the date of delivery of a Replacement Collateral Certificate being the "CERTIFICATE DELIVERY DATE") deliver to the Enron Parties, by delivery to each of Michael Tribolet (facsimile number 713-646-8525) and William Bradford (▇▇▇▇▇▇▇▇▇ ▇▇▇▇er 713-646-8525) or such other person(▇) ▇▇ ▇▇▇▇▇▇▇▇▇y directed by the Enron Parties in writing, a certificate of a responsible officer of NewPower (a "REPLACEMENT COLLATERAL CERTIFICATE") (i) certifying, as of the immediately preceding Business Day, the Substitution Amount, the amount of cash Collateral and Replacement Collateral posted to the Enron Parties hereunder, the absence of Default under the Master Netting Agreement, the aggregate amount of all Permitted Deposits, including cash, collateral, or margin payments deposited or posted with any third party for the purposes of providing collateral or margin, and a listing and aging of Utility Billed Accounts and NewPower Billed Accounts reconciled to the aggregate Replacement Collateral shown in the Replacement Collateral Certificate to which it is attached ("AGING REPORT"), and (ii) containing a daily cash forecast for the current month and the subsequent month. The Replacement Collateral Certificate shall be substantially in the form attached hereto as Exhibit "B". On the second Business Day after each Certificate Delivery Date (or, if the Replacement Collateral Certificate is delivered before noon New York time on the Certificate Delivery Date, then on the next Business Day) and provided that no Default under the Master Netting Agreement then exists, the Enron Parties shall release excess cash Collateral to NewPower under the terms and conditions provided herein ("RETURNED CASH COLLATERAL"); provided, however, if the most recent Replacement Collateral Certificate from NewPower would require the Enron Parties to return a lesser amount of cash Collateral, then the Enron Parties shall be obligated to return only such lesser amount. Any determination of the Substitution Amount shall be made as of the date specified and shall be without prejudice to any Party thereafter to seek additional Collateral or the return of Collateral in accordance with the terms of the Master Netting Agreement as amended by this Second Amendment. (c) NewPower covenants and agrees during the Replacement Collateral Period to use its available cash, including the Returned Cash Collateral, to pay its obligations in the ordinary course of its business and for no other purpose. Specifically, during the Replacement Collateral Period, NewPower shall not use cash, including the Returned Cash Collateral, to fund costs or expenses incurred outside the ordinary course of NewPower's normal business operations, including, without limitation, payment of dividends, payment of obligations (other than to Enron Parties) before they come due, making loans or advances to employees other than ordinary travel advances or the like, or funding executive deferred compensation, "parachute" agreements or other similar agreements; provided, however, that during the Replacement Collateral Period, NewPower may (x) make severance payments under employment or other agreements that do not require the payment of lump sum severance amounts and (y) make lump sum payments under employment or severance agreements in writing in existence as of the date of this Second Amendment, up to an aggregate amount of $500,000. NewPower, however, shall have the right to use available cash, including the Returned Cash Collateral, to make (i) expenditures in connection with any acquisition if and only if such actions are approved in advance by the Board of Directors of NewPower Holdings Inc. in accordance with the by-laws of NewPower Holdings Inc., and (ii) additional margin payments or deposits to third parties including deposits on accounts and to sureties ("Permitted Deposits"); provided, however, in no event shall NewPower use in excess of $5,000,000 of the Returned Cash Collateral to make such additional Permitted Deposits to third parties over and above the total amount of $94,270,000, which is the aggregate amount of such margin payments and deposits posted by NewPower as of the date of this Second Amendment. (d) The right of NewPower to provide Replacement Collateral shall terminate at the expiration of the Replacement Collateral Period. Prior to the scheduled expiration of the Replacement Collateral Period on January 4, 2002, NewPower shall have the right to provide cash or other Collateral meeting the requirements under the Master Netting Agreement (without giving effect to this Second Amendment) in replacement for the Replacement Collateral and to elect in writing to terminate the Replacement Collateral Period, and the Enron Parties shall then be obligated to release the Replacement Collateral. Upon expiration of the Replacement Collateral Period, NewPower shall immediately provide the full amount of cash or other Collateral meeting the requirements of the Master Netting Agreement (without giving effect to this Second Amendment). The Enron Parties shall not be obligated to release any Replacement Collateral unless and until NewPower shall have provided all Collateral to the Enron Parties in accordance with the terms of the Master Netting Agreement (without giving effect to this Second Amendment). (e) Contemporaneously with the execution of this Second Amendment, NewPower is executing that certain General Security Agreement dated of even date herewith (the "SECURITY AGREEMENT") in favor of the Enron Parties granting a security interest in and lien upon all Accounts and Inventory of NewPower and certain General Intangibles of New Power as defined under the Uniform Commercial Code as enacted by the State of New York, in consideration of the Enron Parties' agreement herein to accept Replacement Collateral.