IN: This is an email
We are considering including the attached provision (or something) similar in our Transaction Confirmations. I would also like to propose it to EEI and WSPP for sample language that could be included on confirms. Would any of you have a problem agreeing to this? If so, what are your concerns? I know you are all real busy right now and appreciate your consideration of this matter. Thanks in advance.

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OUT: Attached

IN: This is an email
Dear Lisa: As you requested, what follows is an example of "exclusivity wording" that you might use in a contract. Please note, however, that all contracts must be approved and initialled by Gerald Nemec or another attorney in EWS Legal before they are signed by an EWS officer. - Mary O. Exclusivity. In consideration of the efforts to be expended by Buyer in undertaking its due diligence review of the Project and Assets, Seller hereby grants to Buyer, during the Term of this Agreement (the "Exclusivity Period") the exclusive right to pursue the Project with Seller. During the Exclusivity Period Seller shall not work with any other persons with regard to the Project or pursue any other transaction involving the Assets.

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OUT: Exclusivity Wording

IN: This is an email
Attached is the one I did for Mirant. Remember to refer to the memo from Kim Theriot which I previously routed to everyone. This draft includes the considerations of Francisco and Brent as well. Note the isda paper/pulp provision was also added because the Mirant isda was old.

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OUT:
EOL Consent and Amendment Example