[*] = information redacted pursuant to a confidential treatment request.Such omitted information has been filed separately with the Securities and Exchange Commission.**Exhibit 10.82**Execution Copy — 9/20/06**SECURITY AGREEMENT**     This SECURITY AGREEMENT (this “Agreement”) is made this 20th day of September, 2006,between COMMERCE ENERGY, INC., a California Corporation (“Commerce Energy”), and PACIFICSUMMIT ENERGY LLC, a Delaware limited liability company (“PSE”).W I T N E S S E T H:     WHEREAS, Commerce Energy and PSE are parties to that certain NAESB dated January 1, 2006 (asamended, restated, supplemented or otherwise modified from time to time, the “MasterAgreement”);     WHEREAS, Commerce Energy and PSE are parties to that certain Operating Agreement dated thedate hereof (as amended, restated, supplemented or otherwise modified from time to time, the“Operating Agreement”) pursuant to which PSE has agreed to supply, from time to time underthe Master Agreement, natural gas to Commerce Energy for resale to certain Designated Customers (asdefined in the Agreement) on the condition that Commerce Energy enter into this Security Agreement;     WHEREAS, Commerce Energy is a wholly-owned subsidiary of Commerce Energy Group, Inc.(“Commerce Energy Group”), a Delaware corporation; and     WHEREAS, in order to induce PSE to enter into the Transaction Documents and to induce PSE toperform its obligations under the Master Agreement and the Operating Agreement, Commerce Energy hasagreed to grant a continuing Lien on the Collateral (as hereinafter defined) to secure the promptand complete payment, observance and performance of, among other things, the obligations ofCommerce Energy arising under the Master Agreement, the Operating Agreement, and/or the TransactionDocuments (being hereinafter referred to as the “Secured Obligations”), by the granting ofthe security interest contemplated by this Agreement.     NOW, THEREFORE, for and in consideration of the recitals made above and other good andvaluable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, theparties hereto agree as follows     1. Defined Terms.          (a) All capitalized terms used herein without definition shall have the meanings ascribedthereto in the Master Agreement or the Agreement.          (b) “Affiliate” means, as to any person, any entity that directly or indirectlycontrols, is controlled by, or is under common control with, such person. For purposes of thisdefinition, “control” means the possession, directly or indirectly, of the power to (a) vote tenpercent (10%) or more of the securities having ordinary voting power for the election of directorsof such person, or (b) direct or cause the direction of management and policies of a business,whether through the ownership of voting securities, by contract or otherwise and either aloneor in conjunction with others or any group.
 

 
          (c) “Assigned Customer” means any customer that Commerce Energy and PSE agree will beincluded as a Designated Customer as set forth from time to time in Exhibit A to theOperating Agreement (which is, as such Exhibit A may be amended by mutual written agreement ofCommerce Energy and PSE, incorporated herein by reference) or an Affiliate from whom CommerceEnergy has rights to receive payments.          (d) “Chattel Paper” means “chattel paper” as that term is defined in the UCC and, inany event, including, tangible chattel paper and electronic chattel paper.          (e) “Customer Term Contract” has the meaning given to such term in the OperatingAgreement.          (f) “Customer Revenues” means all cash, property, Chattel Paper, Instruments or othervalue transferred, paid, payable, distributed or distributable to or for the account of CommerceEnergy by Assigned Customers as payment for natural gas purchases and related services and anyother right of Commerce Energy to payment pursuant to a Term Contract.          (g) “Instruments” means “instruments,” “promissory notes,” “letters of credit,”“drafts,” “documents,” “letter of credit rights” and “investment property” (each as defined in theUCC), whether certificated or uncertificated, including, security entitlements, securitiesaccounts, commodity contracts, commodity accounts, and any and all supporting obligations inrespect thereof.          (h) “Lien” means any lien, claim, charge, pledge, security interest, deed of trust,mortgage, or other encumbrance.          (i) “Lockbox” means post office box number Commerce Energy Lkbx 2043 RemitStream, 8th Floor, 350 North Orleans Street, Chicago, IL 60654, and bank account number[*] (ABA Routing [*]) (“Lockbox Account”) related thereto established in thename of “Pacific Summit Energy, LLC as Pledgee of Commerce Energy, Inc. pursuant to the LockboxAgreement.          (j) “Lockbox Agreement” means that certain Blocked Account Control Agreement (withlockbox services) dated as of the date hereof among Commerce Energy, PSE and [Wachovia Bank NA](“Wachovia”), as such agreement may be amended, restated, supplemented or otherwise modified fromtime to time.          (k) “Notice of Control” has the meaning given to such term in Section 9(i).          (l) “Specified Event of Default” means (i) an Event of Default under and as defined inthe Master Agreement; (ii) the failure of Commerce Energy to perform, comply with or observe anyterm, covenant or obligation applicable to it under this Agreement, the Operating Agreement or anyTransaction Document with respect to its provision to PSE of any required [*] = Information redacted pursuant to a confidentialtreatment request. Such omitted information has been filed separately with theSecurities and Exchange Commission.
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report, statement, orinformation if such failure shall remain unremedied for two (2) business days after written noticethereof shall have been given to Commerce Energy by PSE; or (iii) the failure of Commerce Energy toperform, or comply with, or observe any other term, covenant or obligation applicable to it underthis Agreement, the Operating Agreement or a Transaction Document if such failure shall remainunremedied for two (2) business days after written notice thereof shall have been given to CommerceEnergy by PSE (including, without limitation, any failure by Commerce Energy to pay PSE the MonthlyPSE Distribution (as defined in Section 7 below) on the Monthly Accounting Date (as defined inSection 7 below)).          (m) “Transaction Documents” means this Agreement, any transaction confirmationsentered pursuant to the Master Agreement, the Operating Agreement, the Lockbox Agreement and allother agreements, Instruments or documents which are executed and delivered from time to time byCommerce Energy or Commerce Energy Group to PSE in connection with or in support of the MasterAgreement and the Operating Agreement.          (n) “UCC” means the Uniform Commercial Code as in effect from time to time in the State ofCalifornia.     2. Grant of Security. Commerce Energy hereby unconditionally grants, assigns andpledges to PSE a continuing security interest in and security title to (together with a right ofsetoff) (hereinafter referred to as the “Security Interest”), Commerce Energy’s right,title and interest in and to the following, whether now owned or hereafter acquired or arising(collectively, the “Collateral”):          (a) all of Commerce Energy’s interest in the Lockbox;          (b) all of Commerce Energy’s, interest in the Lockbox Agreement;          (c) all Customer Term Contracts          (d) all billed and unbilled accounts receivable resulting from the Customer Term Contracts(the “Accounts”);          (e) all Customer Revenues, security deposits, prepayments, credit card account payments andauthorizations and other supporting obligations of Assigned Customers related to the Customer TermContracts; and          (f) all of the proceeds and products, whether tangible or intangible, of any of the foregoing,and any and all Customer Revenues, money, or other tangible or intangible property resulting fromthe sale, exchange, collection, or other disposition of any of the foregoing, and all proceeds ofany such proceeds, or any portion thereof or interest therein (the “Proceeds”).     3. Security for Obligations. This Agreement and the Security Interest created herebysecures the payment and performance of all the Secured Obligations. Without limiting thegenerality of the foregoing, this Agreement secures the payment of all amounts which constitutepart of the Secured Obligations and would be owed by Commerce Energy to PSE but for the fact
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thatthey are unenforceable or not allowable due to the existence of a bankruptcy action involvingCommerce Energy.     4. Commerce Energy Remains Liable. Anything herein to the contrary notwithstanding,(a) Commerce Energy shall remain liable under the contracts and agreements included in theCollateral to the extent set forth therein to perform all of the duties and obligations thereunderto the same extent as if this Agreement had not been executed, (b) the exercise by PSE of any ofthe rights hereunder shall not release Commerce Energy from any of its duties or obligations underthe contracts and agreements included in the Collateral, and (c) PSE shall not have any obligationor liability under the contracts and agreements included in the Collateral by reason of thisAgreement, nor shall PSE be obligated to perform any of the obligations or duties of CommerceEnergy hereunder or to take any action to collect or enforce any claim for payment assignedhereunder. Until a Specified Event of Default shall occur and be continuing, except as otherwiseprovided in this Agreement or other Transaction Documents, Commerce Energy shall have the right topossession and enjoyment of the Collateral for the purpose of conducting the ordinary course of itsbusiness, subject to and upon the terms hereof and of the Transaction Documents.     5. Representations and Warranties. Commerce Energy hereby represents and warrants asfollows:          (a) The exact legal name of Commerce Energy is set forth on the signature pages of thisAgreement. Commerce Energy does not conduct, and, during the five-year period immediatelypreceding the date of this Agreement, Commerce Energy has not conducted, business under any tradename or other name other than those set forth on Schedule 1, attached hereto. The InternalRevenue Service taxpayer identification number and the organizational identification number issuedby the state of formation of Commerce Energy is listed next to Commerce Energy’s name onSchedule 1 attached hereto.          (b) This Agreement creates a valid security interest in the Collateral of Commerce Energy, tothe extent a security interest therein can be created under the UCC, securing the payment of theSecured Obligations. Except to the extent a security interest in the Collateral cannot beperfected by the filing of a UCC financing statement under the UCC, all filings and other actionsnecessary or desirable to perfect and protect such security interest have been duly taken or willhave been taken upon the filing of UCC financing statements listing Commerce Energy, as a debtor,and PSE, as secured party, in the jurisdiction(s) listed next to Commerce Energy’s name onSchedule 2 attached hereto. Upon the making of such filings, PSE shall have a perfectedsecurity interest in the Collateral of Commerce Energy to the extent such security interest can beperfected by the filing of a financing statement under the UCC free and clear of any Liens otherthan the Lien of PSE. Commerce Energy, as of the date of this Agreement, is incorporated in theState of California.     6. Covenants. Commerce Energy covenants and agrees with PSE that from and after thedate of this Agreement and until the date of termination of this Agreement, Commerce Energy shallabide by the following:
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          (a) Control Agreements. Commerce Energy shall enter into the Lockbox Agreement withPSE and Wachovia for the Lockbox.          (b) Change Name; Reincorporate. Commerce Energy covenants and agrees that it willnot, without at least thirty (30) days prior written notice to PSE, change its name orreincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdictionin which Commerce Energy is incorporated or organized as of the date of this Agreement.          (c) Transfers and Other Liens. Commerce Energy shall not (i) sell, assign (byoperation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any ofthe Collateral or (ii) create or permit to exist any Lien, security interest, option or othercharge or encumbrance upon or with respect to any of the Collateral, except for the Liens of PSE.The inclusion of Proceeds in the Collateral shall not be deemed to constitute PSE’s consent to anysale or other disposition of any of the Collateral except as expressly permitted in this Agreementor the other Transaction Documents.          (d) Deposits into the Lockbox. (i) All Customer Revenues received by Commerce Energy(whether distributed or paid to Commerce Energy or an Affiliate by any other person or entity)shall be deposited into the Lockbox; (ii) on or prior to the date of this Agreement, CommerceEnergy shall have irrevocably instructed each Assigned Customer and all other persons or entitiespaying Customer Revenues to make such payments to the Lockbox; (iii) Commerce Energy shall instructall future Assigned Customers and all other persons or entities at any time paying CustomerRevenues to make such payments to the Lockbox; and (iv) Commerce Energy shall cause all suchpersons or entities to agree to make such payments to the Lockbox. In the event any such personincorrectly makes payment to Commerce Energy or its Affiliate, Commerce Energy or its Affiliateshall immediately notify PSE and immediately cause such payment to be deposited into the Lockbox.Until such payment is deposited in the Lockbox, Commerce Energy or its Affiliate shall be deemed tohold such payment in trust for PSE.          (e) Collateral Balance Reports. No later than five (5) Business Days before the firstday of each month, Commerce Energy will prepare and make available to PSE a monthly forecast of itsestimated receipts and disbursement schedule which will include all planned disbursement amountsthat Commerce Energy will pay from the Lockbox including an estimate of PSE’s natural gas costs.Commerce Energy will update this forecast twice per month (the 10th day of the month and the 24thday (if such day is a Saturday or holiday then the next business day) during such month to reflectactual receipts and disbursements for such period and adjust forecasts for the remainder of suchmonth).          (f) Financial Statements. If Commerce Energy ever ceases to make its financialstatements publicly available, Commerce Energy agrees to provide PSE with such financial statementsthat PSE reasonably requests.          (g) Lockbox Balance. Commerce Energy shall not permit the balance of the LockboxAccount to be less than the Minimum Deposit Amount. The Minimum Deposit Amount shall mean:(1) One Million Seven Hundred Fifty Thousand and 00/100 U.S. Dollars ($1,750,000) for the periodfrom the date hereof until October 10, 2006, (2) Three Million Five
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Hundred Thousand and 00/100U.S. Dollars ($3,500,000) for the period from October 10, 2006 until January 20, 2007, and (3) anamount equal to the Minimum Deposit Amount as determined in Schedule 3 attached hereto. In lieu ofdepositing all or any part of the Minimum Deposit Amount into the Lockbox, Commerce may post aletter of credit, in a form reasonably acceptable to PSE.          (h) Form of Customer Term Contracts. Commerce Energy shall inform PSE’s of anychanges to the Customer Term Contract for structured term transactions and Commerce shall notifyPSE of any material changes to such form prior to use, and such Customer Term Contracts shallcontain assignment provisions reasonably satisfactory to PSE. All structured Customer TermContracts shall be hedged by Commerce Energy pursuant to the Commerce Energy approved Risk Policiesand Procedures, a copy of which shall be provided to PSE. The Commerce Energy Risk OversightCommittee will approve any deviation from these policies and shall promptly report such deviationto PSE.          (i) Audit of Collateral. Commerce Energy agrees PSE may audit any Account or CustomerTerm Contract on a quarterly basis. Commerce Energy will provide PSE the contracts and datanecessary for the audit. PSE shall provide Commerce Energy with reasonable advanced notice of anyaudit and shall conduct any audit in a reasonable manner that minimizes any potential disruption toCommerce Energy’s customers.          (j) Collateral Lists. On a monthly basis, Commerce Energy shall provide PSE with aschedule of the current Customer Term Contracts being serviced by natural gas being provided by PSE(which shall include the name and address of each Customer Assignee, and a description of thenature of each Customer Term Contract).     7. Ordinary Course Withdrawals from the Lockbox Account. So long as PSE has notdelivered a notice to the Depository Bank in accordance with Paragraph 3 of the Lockbox Agreement,Commerce Energy and PSE agree that withdrawals from the Lockbox Account shall be made pursuant to amonthly joint written instruction to the Depository Bank (as defined in the Lockbox Agreement) onthe 25th day of each calendar month (“Monthly Accounting Date”). Commerce Energy and PSEagree to obtain a statement from the Depository Bank regarding the amount of funds available in theLockbox Account as of the Monthly Accounting Date. Commerce Energy and PSE agree that the monthlywritten instruction they submit to the Depository Bank shall provide for a monthly distribution inthe following order of priority, but only to the extent funds are available for withdrawal from theLockbox Account:     FIRST: a distribution first to PSE equal to all amounts due and payable by Commerce Energy toPSE (“Monthly PSE Distribution”);     SECOND: a distribution to Commerce Energy equal to the amount by which the remaining funds inthe Lockbox Account as of the Monthly Accounting Date exceeds the Adjusted Minimum Deposit Amount.The Adjusted Minimum Deposit Amount shall equal theMinimum Deposit Amount minus the amount of any letters of credit posted by Commerce Energy inlieu of all or a portion of the Minimum Deposit Amount in accordance with Section 6(g) of thisAgreement.
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     If PSE delivers a notice to the Depository Bank in accordance with Paragraph 3 of the LockboxAgreement, PSE shall thereafter be entitled to any rights under the Lockbox Agreement, includingthe right to make withdrawals from, and otherwise control, the Lockbox Account without the consentof Commerce Energy in accordance with Paragraph 3 of the Lockbox Agreement.     8. Further Assurances.          (a) Commerce Energy agrees that from time to time, at its own expense, it will promptlyexecute and deliver all further instruments, notices and documents, and take all further action,that may be necessary or that PSE may reasonably request, in order to perfect and protect anysecurity interest granted or purported to be granted hereby or to enable PSE to exercise andenforce its rights and remedies hereunder with respect to any of the Collateral.          (b) Commerce Energy authorizes the filing of such financing or continuation statements, oramendments thereto, and Commerce Energy will execute and deliver to PSE such other instruments ornotices, as may be necessary or as PSE may reasonably request, in order to perfect and preserve theSecurity Interest granted or purported to be granted hereby.          (c) Commerce Energy authorizes PSE to file, transmit, or communicate, as applicable, UCCfinancing statements, in-lieu financing statements, continuation statements and amendmentsdescribing the Collateral, in order to perfect PSE’s security interest in the Collateral withoutCommerce Energy’s signature to the extent permitted by applicable law. A photocopy or otherreproduction of this Agreement or any financing statement covering the Collateral or any partthereof shall be sufficient as a financing statement where permitted by applicable law. CommerceEnergy also hereby ratifies its authorization for PSE to have filed in any jurisdiction any UCCfinancing statements, in-lieu of UCC financing statements or amendments thereto if filed prior tothe date hereof.          (d) Commerce Energy acknowledges that it is not authorized to file any financing statement oramendment or termination statement with respect to any financing statement filed in connection withthis Agreement without the prior written consent of PSE, subject to Commerce Energy’s rights underSection 9-509(d)(2) of the UCC.          (e) Commerce Energy agrees to maintain any deposits with utilities that may be necessary tooperate its business and shall provide PSE with prompt notice of any request Commerce Energyreceives from a utility indicating that Commerce Energy has not complied with such depositrequirements. Commerce Energy agrees to maintain its corporate existence, comply with allapplicable laws and regulations necessary to perform the Customer Term Contracts, comply with theterms of the Customer Term Contracts and provide PSE with any notifications received from anyAssigned Customer indicating that Commerce Energy is in default under a Customer Term Contract orthat the Assigned Customer intends to terminate a Customer Term Contract. Commerce Energy alsoagrees to notify each utility that all invoicessent to any Assigned Customer shall instruct the Assigned Customer to send all payments to theLock Box and request each utility to notify PSE prior to making any changes to such billinginstructions.
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     9. PSE’s Duties. The powers conferred on PSE hereunder are solely to protect PSE’sinterest in the Collateral and shall not impose any duty upon PSE to exercise any such powers. PSEshall have no duty as to any Collateral or as to the taking of any necessary steps to preserverights against prior parties or any other rights pertaining to any Collateral. PSE shall be deemedto have exercised reasonable care in the custody and preservation of any Collateral in its actualpossession if such Collateral is accorded treatment substantially equal to that which PSE accordsits own property.     10. Remedies. Upon the occurrence and during the continuance of a Specified Event ofDefault:          (a) PSE may exercise in respect of the Collateral, in addition to other rights and remediesprovided for herein, in the other Transaction Documents, or otherwise available to it, all therights and remedies of a secured party upon a default under the UCC. PSE shall have full power tosell, lease, transfer or otherwise deal with the Collateral in its own name or that of CommerceEnergy. PSE may require that some or all of the Customer Term Contracts be assigned to PSE;provided, however, that nothing herein shall require PSE to accept assignment ofany such Customer Term Contracts. PSE may sell the Collateral or any part thereof in a public orprivate sale. PSE may in its sole discretion assign its interest in any or all of the CustomerTerm Contracts acquired under this Agreement. Unless the Collateral threatens to decline speedilyin value or is of a type customarily sold on a recognized market, PSE shall give Commerce Energyreasonable notice of the time after which any private sale or any other intended disposition of theCollateral is to be made. The requirements of reasonable notice shall be met if such notice isgiven at lease ten (10) days prior to the time of the private sale or disposition and specificallysuch notice shall constitute a reasonable “authenticated notification of disposition” within themeaning of Section 9-611 of the UCC, as in effect from time to time in any applicable jurisdiction.PSE may appoint a receiver who may be an employee or Affiliate of PSE and who may serve, withoutbond, to act with respect to the Collateral. All expenses relating to the disposition of theCollateral, including the expenses of retaking, holding, insuring, preparing for sale and sellingthe Collateral and the reasonable expenses of the receiver and its attorney, shall become a part ofthe Secured Obligations and shall be payable on demand.          (b) Any cash held by PSE as Collateral and all cash proceeds received by PSE in respect of anysale of, collection from, or other realization upon all or any part of the Collateral shall beapplied in whole or in part by PSE against, all or any part of the Secured Obligations. Anysurplus of such cash or cash proceeds held by PSE and remaining after payment in full of all theSecured Obligations shall be delivered to Commerce Energy.          (c) PSE (or its designee) may proceed to perform any and all of the obligations of CommerceEnergy contained in any Customer Term Contract and may exercise any and all rights of CommerceEnergy therein contained as fully as Commerce Energy itself could.          (d) PSE may ask, demand, collect, sue for, recover, compromise, receive and give acquittanceand receipts for moneys due and to become due under or in connection with the Collateral.
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          (e) PSE may receive, endorse, and collect any drafts or other Instruments and Chattel Papercomprising any part of the Collateral.          (f) PSE may file any claims or take any action or institute any proceedings which PSE may deemnecessary or desirable for the collection of any of the Collateral or otherwise to enforce therights of PSE with respect to any of the Collateral.          (g) PSE may supply goods, if any, necessary to fulfill in whole or in part the purchase orderof any Person obligated to Commerce Energy in respect of any Account.          (h) PSE may deliver a notice under Section 3 of the Lockbox Agreement to Wachovia directingWachovia to comply with orders, notices, requests and other instructions from PSE (such noticereferred to herein as a (“Notice of Control”) and exercise its rights under the LockboxAgreement, including the right to control disbursements from the Lockbox, withdraw and receivemoney from the Lockbox, and to apply such amounts in satisfaction of the Secured Obligations.     11. Remedies Cumulative. Each right, power, and remedy of PSE as provided for in thisAgreement or in the other Transaction Documents or now or hereafter existing at law or in equity orby statute or otherwise shall be cumulative and concurrent and shall be in addition to every otherright, power, or remedy provided for in this Agreement or in the other Transaction Documents or nowor hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginningof the exercise or the refraining of the exercise by PSE, of any one or more of such rights, powersor remedies shall not preclude the simultaneous or later exercise by PSE of any or all such otherrights, powers or remedies.     12. Marshalling. PSE shall not be required to marshal any present or futurecollateral security (including but not limited to the Collateral) for, or other assurances ofpayment of, the Secured Obligations or any of them or to resort to such collateral security orother assurances of payment in any particular order, and all of its rights and remedies hereunderand in respect of such collateral security and other assurances of payment shall be cumulative andin addition to all other rights and remedies, however existing or arising. To the extent that itlawfully may, Commerce Energy hereby agrees that it will not invoke any law relating to themarshalling of collateral which might cause delay in or impede the enforcement of PSE’s rights andremedies under this Agreement or under any other instrument creating or evidencing any of theSecured Obligations or under which any of the Secured Obligations is outstanding or by which any ofthe Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent thatit lawfully may, Commerce Energy hereby irrevocably waives the benefits of all such laws.     13. Indemnity and Expenses.          (a) Commerce Energy agrees to indemnify PSE from and against all claims, lawsuits andliabilities (including reasonable attorneys’ fees) growing out of or resulting from this Agreement(including, without limitation, enforcement of this Agreement) or any otherTransaction Document, except claims, losses or liabilities resulting from the gross negligenceor willful misconduct of PSE.
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          (b) Commerce Energy shall, upon demand, pay to PSE the amount of any and all expenses,including, without limitation, the reasonable fees and expenses of its counsel incurred and thefees and expenses of any experts and agents, which PSE may incur in connection with (i) thecustody, preservation, use or operation of, or, upon a Specified Event of Default, the sale of,collection from, or other realization upon, any of the Collateral in accordance with this Agreementand the other Transaction Documents, (ii) the exercise or enforcement of any of the rights of PSEhereunder or (iii) the failure by Commerce Energy to perform or observe any of the provisionshereof     14. Merger, Amendments; Etc. THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHERTRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BECONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of thisAgreement, and no consent to any departure by Commerce Energy herefrom, shall in any event beeffective unless the same shall be in writing and signed by PSE, and then such waiver or consentshall be effective only in the specific instance and for the specific purpose for which given. Noamendment of any provision of this Agreement shall be effective unless the same shall be in writingand signed by PSE and Commerce Energy.     15. Addresses for Notices. All notices and other communications provided forhereunder shall be given in the form and manner described under the Master Agreements and shall bedelivered to PSE and to Commerce Energy at the following addresses:if to PSE, at:Pacific Summit Energy LLC