Accounts Agreement. [***] Consent
Accounts Agreement. Certificate; all or any portion of such reserve (x) may be transferred from the Lessee Revenue Account to the Lessee Local Account in the manner set forth in priority first to the extent funds at priority first are insufficient to pay the amounts described in priority first as certified by OpCo II in an OpCo II Withdrawal Certificate and (y) shall be transferred from the Lessee Revenue Account to the Borrower Revenue Account pursuant to priority third below to the extent the amount of such reserve exceeds the 4 Week Reserve Amount prior to the commencement of commercial operation of a third train of the Project or the 6 Week Reserve Amount after the commencement of commercial operation of a third train of the Project in each case on the date on which such excess occurs as certified by OpCo II in such OpCo II Withdrawal Certificate; and
(C) third, on each Monthly Payment Date, to the Borrower Revenue Account all remaining amounts after giving effect to priority second.
(iii) Unless a Notice of Suspension is in effect or a Default or Event of Default would occur after giving effect to any application of funds contemplated hereby, OpCo II may, pursuant to an OpCo II Withdrawal Certificate countersigned by the Borrower (it being understood that such countersignature shall be provided at the Borrower’s sole discretion) and in compliance with the terms of this Agreement, cause funds held in the Lessee Revenue Account pursuant to Section 3.03(b)(i)(D) to be transferred once each calendar week, to the Lessee Local Account set forth in such OpCo II Withdrawal Certificate, in an amount certified by OpCo II in such OpCo II Withdrawal Certificate as required (after giving effect to amounts then standing to the credit of each Lessee Local Account) to pay COGS Expenses that are or will become due and payable during the immediately succeeding calendar week; provided, that the amount of such transfer of funds does not exceed the notional Dollar value of such COGS Expenses calculated in the manner set forth in the then-current Operating Budget.
(iv) If after giving effect to Section 3.03(b)(ii)(B) and Section 3.03(b)(iii) funds are not available in the Lessee Revenue Account to pay for Operation and Maintenance Expenses then currently due and payable and funds are available in the Borrower Revenue Account, with the prior written consent of the Borrower and the Administrative Agent the amount necessary to cover such expenses shall be withdrawn from the Borrower Revenue Acco...
Accounts Agreement. Any reference herein relating to a Default or an Event of Default that has occurred and is continuing (or words of similar effect) shall be understood to mean that such Default or Event of Default, as the case may be, has not been cured or remedied to the satisfaction of, or has not been waived by, the Required Lenders.
Accounts Agreement. Any instruction, direction, notice, certificate, request or requisition given to the Accounts Bank by the Collateral Agent or the Administrative Agent with respect to the transfer, withdrawal, deposit, investment or payment of any funds under this Agreement (x) in referencing any of the Borrower Accounts, must refer to the specific Borrower Account name and number and (y) in referencing the Lessee Revenue Accounts must refer to the specific Lessee Revenue Account name and number and must set forth the exact amount to be transferred and explicit instructions, if necessary, as to the recipient of the funds (including, without limitation, name, style of receiving account, routing number and any other information reasonably requested by the Accounts Bank). Notwithstanding anything contained in this Agreement or any other Financing Document to the contrary, the Accounts Bank may rely and shall be protected in acting or refraining from acting upon any instruction, direction, notice, certificate, request or requisition of the Borrower (with respect to any Borrower Account), OpCo II (with respect to any Lessee Revenue Account), the Administrative Agent or the Collateral Agent.
Accounts Agreement. (i) Notwithstanding anything contained in this Agreement or any other Financing Document to the contrary, the Accounts Bank shall have no obligation to (i) make any payment, transfer or withdrawal from any Borrower Account or the Lessee Revenue Account until it has received written direction to make such payment, transfer or withdrawal from the Collateral Agent, the Administrative Agent or, if this Agreement explicitly provides that any such direction may be made by the Borrower or OpCo II, as applicable, or (ii) determine whether any payment, transfer or withdrawal from any Borrower Account or the Lessee Revenue Account made in accordance with any written direction from the Collateral Agent, the Administrative Agent, the Borrower or OpCo II complies with the terms of this Agreement, the Credit Agreement or the Lease. The Accounts Bank shall have no liability for, nor any responsibility or obligation to confirm, the use or application by the Borrower, OpCo II, Administrative Agent, Collateral Agent or any other recipient of amounts withdrawn or transferred from any Borrower Account or the Lessee Revenue Account. The Accounts Bank shall have no liability for, or obligation or liability to determine, the amount to be transferred or paid in connection with any request.
Accounts Agreement. (ii) Unless a Notice of Suspension is in effect or a Default or Event of Default would occur after giving effect to any application of funds contemplated hereby, the Borrower shall, pursuant to a withdrawal certificate in the form attached hereto as Exhibit B (the “Withdrawal Certificate”) and in compliance with the terms of this Agreement and the Credit Agreement, cause funds held in the Borrower Revenue Account to be withdrawn or transferred to pay the following amounts on the dates and at the priorities indicated below:
(A) first, once each calendar month, the amount certified by the Borrower in such Withdrawal Certificate as required to pay Operation and Maintenance Expenses of the Borrower that are or will become due and payable during the immediately succeeding calendar month; provided, that the amount of such transfer of funds is in compliance with the limits set forth in Section 7.02(
Accounts Agreement. Credit Agreement, in an amount equal to (x) prior to the Initial Quarterly Payment Date, seventy five percent (75%) of the cash remaining in the Borrower Revenue Account after the transfer required pursuant to priority ninth and (y) from and after the Initial Quarterly Payment Date, fifty percent (50%) of the cash remaining in the Borrower Revenue Account after the transfer required pursuant to priority ninth (in each case, to the extent funds are available at this priority tenth);
Accounts Agreement. (c) it shall promptly perform all duties imposed upon a securities intermediary and a bank under the UCC and this Agreement. In this regard, (i) if the Accounts Bank has knowledge that an issuer of any Financial Asset is required to make a payment or distribution in respect of such Financial Asset, the Accounts Bank shall have fulfilled its duty under applicable Law to take action to obtain such payment or distribution if (A) it credits such payment or distribution to the Borrower Accounts or the Lessee Revenue Account, as applicable, in accordance with this Agreement if such payment or distribution is made or (B) it notifies the Borrower or OpCo II, as applicable, the Collateral Agent and the Administrative Agent that such payment or distribution has not been made, and (ii) if the Accounts Bank is required by applicable Law or this Agreement to credit to any Borrower Account or the Lessee Revenue Account, any Financial Asset purported to be transferred or credited to the Accounts Bank pursuant to applicable Law, the Accounts Bank shall have fulfilled its duty to so credit any such Account if it credits as a security entitlement to the applicable party whatever rights the Accounts Bank purportedly has, in its capacity as Accounts Bank, in the Financial Asset transferred or credited to the Accounts Bank, in its capacity as Accounts Bank, and the Accounts Bank shall have no duty to ensure that applicable Law has been complied with in respect of the transfer of the Financial Asset or to create a security interest in or Lien on any Financial Asset purported to be transferred or credited to the Accounts Bank and subsequently credited to any Borrower Account or the Lessee Revenue Account, as applicable;
(d) all Financial Assets acquired by or delivered to the Accounts Bank shall be held by the Accounts Bank and credited by book entry to the relevant Borrower Account or the Lessee Revenue Account, as applicable, or otherwise accepted by the Accounts Bank for credit to the relevant Borrower Account or the Lessee Revenue Account, as applicable;
(e) each item of property (including any cash, security, general intangible, document, instrument or obligation, share, participation, interest or other property whatsoever) deposited in or credited to any Borrower Account or the Lessee Revenue Account, as applicable, shall be treated as a Financial Asset for the purposes of Section 8-102(a)(9)(iii) of the UCC. Notwithstanding any provision herein contained to the contrary, ...
Accounts Agreement. (g) all property delivered to the Accounts Bank pursuant to this Agreement will be promptly deposited in or credited to a Borrower Account or the Lessee Revenue Account, as applicable, by an appropriate entry in its record in accordance with this Agreement;
(h) if any Person (other than the Collateral Agent, on behalf and for the benefit of the Senior Secured Parties) asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Borrower Account or the Lessee Revenue Account, as applicable, or in any Financial Asset or other property deposited therein or credited thereto of which the Accounts Bank has actual knowledge, the Accounts Bank may comply with such order, without authorization from the Borrower or OpCo II, as applicable, or the Collateral Agent; provided, that the Accounts Bank reasonably believes that as a matter of law it is obligated to comply with such order and promptly notifies the Collateral Agent, the Administrative Agent, the Borrower and, with respect to the Lessee Revenue Account, OpCo II in writing thereof; and
(i) the Accounts Bank has not entered into and will not enter into any agreement with respect to the Borrower Accounts or the Lessee Revenue Account or any Financial Assets or other property deposited in or credited to any of them other than this Agreement. The Accounts Bank has not entered into and will not enter into any agreement with the Borrower, OpCo II or any other Person purporting to limit or condition the obligation of the Accounts Bank to comply with entitlement orders or any other order originated by the Collateral Agent in accordance with Section 3.06(b) (Accounts) or Sections 3.07(b) or (c) (Accounts as Deposit Account).
Accounts Agreement the Lessee Revenue Account without any further consent of the Borrower, OpCo II or any other Person and (ii) any and all instructions originated by the Borrower or OpCo II, as applicable, directing the disbursement, deposit and/or transfer of any funds and all other property held in the Borrower Accounts and the Lessee Revenue Account in accordance with this Agreement without any further consent of the Collateral Agent, the Administrative Agent or any other Person, except to the extent such consent is required pursuant to this Agreement.
