ALL OF ITS
COLLATERAL, AS COLLATERAL SECURITY FOR THE PROMPT AND COMPLETE PAYMENT AND
PERFORMANCE WHEN DUE (WHETHER AT THE STATED MATURITY, BY ACCELERATION OR
OTHERWISE) OF THE ISDA OBLIGATIONS.
(B)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
SECTION 3.1, BUT SUBJECT TO SECTION 3.1(D), THIS AGREEMENT SHALL NOT CONSTITUTE
A GRANT OF A SECURITY INTEREST IN (I) ANY PROPERTY TO THE EXTENT THAT (AND ONLY
FOR SO LONG AS) SUCH GRANT OF A SECURITY INTEREST IS EXPRESSLY PROHIBITED BY
10
ANY APPLICABLE LAW, (II) ACCOUNTS RECEIVABLE FROM CUSTOMERS TO THE EXTENT THAT
(AND ONLY FOR SO LONG AS) SUCH GRANT OF A SECURITY INTEREST IS PROHIBITED BY, OR
CONSTITUTES A BREACH OR DEFAULT UNDER OR RESULTS IN THE TERMINATION OF OR
REQUIRES ANY CONSENT NOT OBTAINED UNDER, ANY EXPRESS PROVISION OF ANY CONTRACT,
AGREEMENT OR INSTRUMENT BETWEEN A LDC OR AN EDC AND ONE OR MORE GRANTORS AND
(III) ANY CONTRACT BETWEEN A LDC OR EDC AND ONE OR MORE GRANTORS WHICH HAS
EXPRESS PROVISIONS WHICH PROHIBIT GRANTS OF SECURITY INTERESTS IN SUCH CONTRACT
UNLESS AN EXCEPTION TO SUCH PROHIBITION IS APPLICABLE TO THE SECURITY INTEREST
GRANTED BY THIS AGREEMENT (UNLESS IN ANY SUCH CASE AND TO THE EXTENT SUCH
APPLICABLE LAW OR SUCH RELEVANT EXPRESS PROVISION IN SUCH CONTRACT, AGREEMENT,
INSTRUMENT PROVIDING FOR SUCH PROHIBITION, BREACH, DEFAULT OR TERMINATION OR
REQUIRING SUCH CONSENT IS INEFFECTIVE UNDER APPLICABLE LAW).
FOR THE AVOIDANCE
OF DOUBT, THIS SECTION 3.1(B) IS NOT APPLICABLE TO ACCOUNTS RECEIVABLE DUE FROM
A LDC OR AN EDC TO ONE OR MORE GRANTORS.
(C)
EACH GRANTOR HEREBY AGREES TO USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ANY REQUIRED CONSENT NOT OBTAINED
UNDER, OR TO SEEK AN AMENDMENT TO, ANY CONTRACT, AGREEMENT, INSTRUMENT OR OTHER
DOCUMENT IN ORDER TO PERMIT THE GRANT OF A SECURITY INTEREST TO THE SECURED
PARTY (OR ITS AGENTS) IN ANY PROPERTY AFFECTED BY SECTION 3.1(B).
(D)
SECTION 3.1(B) SHALL NOT BE DEEMED EFFECTIVE
TO THE EXTENT THAT SECTION 9-406, SECTION 9-407 OR SECTION 9-408 OF THE UCC
WOULD IN ANY INSTANCE RENDER THE LIMITATIONS SET FORTH IN CLAUSES (I), (II) OR
(III) OF SECTION 3.1(B) INEFFECTIVE.
3.2
COLLATERAL ASSIGNMENT OF RIGHTS UNDER THE
CONTRACTS.
EACH GRANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS THE SECURED
PARTY OR ITS AGENTS, IN THEIR SOLE DISCRETION, TO ASSERT, EITHER DIRECTLY OR ON
BEHALF OF ANY GRANTOR, AT ANY TIME THAT A DEFAULT OR POTENTIAL TERMINATION EVENT
IS IN EXISTENCE, ANY CLAIMS ANY GRANTOR MAY FROM TIME TO TIME HAVE AGAINST THE
COUNTERPARTIES OR ANY OF THEIR AFFILIATES WITH RESPECT TO ANY AND ALL OF THE
CONTRACT RIGHTS OR WITH RESPECT TO ANY AND ALL PAYMENTS OR OTHER OBLIGATIONS DUE
FROM THE COUNTERPARTIES OR ANY OF THEIR AFFILIATES TO ANY GRANTOR UNDER OR
PURSUANT TO THE CONTRACTS ("PAYMENTS"), AND TO RECEIVE AND COLLECT ANY DAMAGES,
AWARDS AND OTHER MONIES RESULTING THEREFROM AND TO APPLY THE SAME ON ACCOUNT OF
THE ISDA OBLIGATIONS IN ACCORDANCE WITH SECTION 6.5 HEREOF. AFTER THE OCCURRENCE
AND DURING THE CONTINUATION OF A DEFAULT OR POTENTIAL