Common use of Accounts Maintained as UCC “Securities Accounts Clause in Contracts

Accounts Maintained as UCC “Securities Accounts. (a) The Depositary hereby agrees and confirms that it has established the Collateral Accounts as set forth and defined in this Agreement. The Depositary agrees that: (i) each such Collateral Account established by it is and will be maintained as a “securities account” (within the meaning of Section 8-501 of the UCC); (ii) the Company is an “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to such Collateral Accounts; (iii) all financial assets in registered form or payable to or to the order of and credited to any such Collateral Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Depositary or in blank, or credited to another securities account maintained in the name of the Depositary, and in no case will any financial asset credited to any such Collateral Account be registered in the name of, payable to or to the order of, or endorsed to, the Company except to the extent the foregoing have been subsequently endorsed by the Company to the Depositary or in blank; and (iv) each and every item of Property (including any security, security entitlement, investment property, instrument, share, participation, interest, cash or other property whatsoever) credited to any Collateral Account shall be treated as a financial asset; and (v) until this Agreement shall terminate in accordance with the terms hereof, Ormat shall have “control” (within the meaning of Section 8-106(d) of the UCC) of the Collateral Accounts and all “security entitlements” (within the meaning of Section 8-102(a)(17) of the UCC) of the Company with respect to the financial assets credited to the Collateral Accounts. The Depositary shall promptly credit to the Collateral Accounts all Property delivered to the Depositary pursuant to this Agreement. The Depositary shall not change the name or account number of any Collateral Account without the prior written consent of Ormat.

Appears in 2 contracts

Samples: Accounts Agreement (Ormat Technologies, Inc.), Accounts Agreement (Ormat Technologies, Inc.)

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Accounts Maintained as UCC “Securities Accounts. (a) The Depositary Agent hereby agrees and confirms that it has established the Collateral Accounts as set forth and defined in this Agreement. The Each of Depositary Agent and Borrower agrees that: that (i) Depositary Agent is acting as "securities intermediary" (within the meaning of Section 8-102(14) of the UCC) with respect to the Accounts and the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC, the "Financial Assets") credited to the Accounts; (ii) each such Collateral Account established by it Depositary Agent is and will be maintained as a "securities account" (within the meaning of Section 8-501 of the UCC); (iiiii) the Company Borrower is an "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) Financial Assets credited to such Collateral Accounts and with respect to such Accounts and Depositary Agent shall so note in its records pertaining to such Financial Assets and Accounts; and (iiiiv) all financial assets Financial Assets in registered form or payable to or to the order of and credited to any such Collateral Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Depositary Agent or in blank, or credited to another securities account maintained in the name of the DepositaryDepositary Agent, and in no case will any financial asset Financial Asset credited to any such Collateral Account be registered in the name of, payable to or to the order of, or endorsed to, the Company Borrower except to the extent the foregoing have been subsequently endorsed by the Company Borrower to the Depositary Agent or in blank; and (iv) each and every . Each item of Property property (including any a security, security entitlement, investment property, instrumentinstrument or obligation, share, participation, interest, cash interest or other property whatsoever) credited to any Collateral Account shall be treated as a financial asset; and (v) until Financial Asset. Until this Agreement shall terminate in accordance with the terms hereof, Ormat Administrative Agent shall have "control" (within the meaning of Section 8-106(d106(d)(2) of the UCC) of the Collateral Accounts and all “Borrower's "security entitlements" (within the meaning of Section 8-102(a)(17) of the UCC, "Security Entitlements") of the Company with respect to the financial assets Accounts and the Financial Assets credited to the Collateral Accounts. The Depositary shall promptly credit to the Collateral Accounts all Property All property delivered to the Depositary Agent pursuant to this AgreementAgreement will be promptly credited to the Accounts and shall be treated as Financial Assets. If at any time Depositary Agent shall receive from Administrative Agent any "entitlement order" (within the meaning of Section 8-102(8) of the UCC, an "Entitlement Order") relating to the Accounts or Financial Assets credited to the Accounts, Depositary Agent shall comply with such Entitlement Order without further consent by Borrower or any other Person. In the event that Depositary Agent receives conflicting Entitlement Orders relating to the Accounts or Financial Assets credited to the Accounts from Administrative Agent and any other Person (including, without limitation, Borrower), Depositary Agent shall comply with the Entitlement Orders originated by Administrative Agent. Each of Borrower and Depositary Agent agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than Administrative Agent to comply with Entitlement Orders originated by such Person relating to the Accounts or Financial Assets credited to the Accounts. Except for the claims and interests of Administrative Agent and Borrower in the Accounts and the Financial Assets credited to the Accounts, neither Depositary Agent nor Borrower knows of any claim to, or interest in, any Account or Financial Assets credited to the Accounts. If either Depositary Agent or Borrower obtains knowledge that any Person has asserted a lien, encumbrance or adverse claim against any or the Accounts or Financial Assets credited to the Accounts, such party will promptly notify Administrative Agent thereof. In the event that the Depositary Agent has or subsequently obtains by agreement, operation of law or otherwise a Lien or security interest in any Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, Depositary Agent agrees that such Lien or security interest shall be subordinate to the Lien and security interest of the Administrative Agent. The Financial Assets standing to the credit of the Accounts will not be subject to deduction, set-off, banker's lien or any other right, and Depositary Agent shall not change the name grant, permit or account number consent to any other right or interest in such Financial Assets, in favor of any Collateral Account without Person (including the prior written consent of OrmatDepositary Agent) other than Administrative Agent.

Appears in 2 contracts

Samples: Security Agreement (Calpine Corp), Subordination Agreement (Calpine Corp)

Accounts Maintained as UCC “Securities Accounts. The Collateral Agent, the Depositary Bank and the Borrower hereby agree that (ai) The the Depositary hereby agrees and confirms that it Bank has established established, in the Collateral name of the Borrower, the Accounts as set forth and defined in this Agreement. The Depositary agrees that: Section 2.02(a); (iii) each such Collateral Account established by it is and will be maintained as a “securities account” (within the meaning of Section 8-501 of the UCC); (iiiii) the Company Borrower is an the sole “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC, the “Financial Assets”) credited to such Collateral Accounts; (iiiiv) all financial assets Collateral Agency Agreement Financial Assets in registered form or payable to to, or to the order of of, and credited to to, any such Collateral Account shall be registered in the name of, payable to to, or to the order of, or specially endorsed to, the Depositary Bank or in blank, or credited to another securities account maintained in the name of the Depositary, Depositary Bank; and (v) in no case will any financial asset Financial Asset credited to any such Collateral Account be registered in the name of, payable to to, or to the order of, or endorsed to, the Company Borrower except to the extent the foregoing have been subsequently endorsed by the Company Borrower to the Depositary Bank or in blank; and (iv) each and every . Each item of Property (including any cash, a security, security entitlement, investment property, instrumentinstrument or obligation, share, participation, interest, cash interest or other property whatsoever) credited to any Collateral Account shall to the fullest extent permitted by law be treated as a financial asset; and (v) until this Agreement shall terminate in accordance with Financial Asset. Until the terms hereofTermination Date, Ormat the Collateral Agent shall have “control” (within the meaning of Section 8-106(d106(d)(2) or Section 9-104(a) (as applicable) of the UCC) of, and shall be entitled to provide “entitlement orders” (within the meaning of Section 8-102(a)(8) of the Collateral UCC) with respect to, the Accounts and all of the Borrower’s “security entitlements” (within the meaning of Section 8-102(a)(17) of the UCC) of the Company with respect to the financial assets Financial Assets credited to the Collateral Accounts. The Depositary shall promptly credit to the Collateral Accounts all Property All property delivered to the Depositary Bank pursuant to this AgreementAgreement will be promptly credited to the applicable Account in accordance with the terms hereof. The Borrower hereby irrevocably directs, and the Depositary Bank (in its capacity as securities intermediary) hereby agrees, that the Depositary Bank will comply with all instructions and orders (including entitlement orders within the meaning of Section 8-102(a)(8) of the UCC) regarding each Account and any Financial Asset therein originated by the Collateral Agent without the further consent of the Borrower or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by the Borrower or any other Person (other than a court of competent jurisdiction), the instruction or order originated by the Collateral Agent shall prevail. The Depositary Bank shall not change the name or account number of any Collateral Account without the prior written consent of Ormat.the Collateral Agent (such consent not to be unreasonably withheld or delayed) and at least five Business Days’ prior notice to the Borrower, and shall not change the entitlement holder with respect to any Financial Asset credited thereto. To the extent that any of the Accounts are determined not to be “securities accounts” (within the meaning of Section 8-501(a) of the UCC), such Accounts shall be deemed to be “deposit accounts” (as defined in Section 9-102(a)(29) of the UCC), which the Borrower shall maintain with the Depositary Bank acting as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC) pursuant to Section 2.01(a)(i). The Depositary Bank shall credit the Accounts with all receipts of interest, dividends and other income received on the Property held in the Accounts. The Depositary Bank shall administer and manage the Accounts in strict compliance with all the terms applicable to the Accounts pursuant to this Agreement, and shall be subject to and comply with all the obligations of the Depositary Bank with respect to the Accounts pursuant to the terms of this Collateral Agency Agreement

Appears in 1 contract

Samples: Collateral Agency Agreement (GenOn Energy, Inc.)

Accounts Maintained as UCC “Securities Accounts. (a) The Depositary Agent hereby agrees and confirms that it has established the Collateral Accounts as set forth and defined in this Agreement. The Depositary Agent agrees that: that (ia) each such Collateral Account established by it Depositary Agent is and will be maintained as a “securities account” (within the meaning of Section 8-501 of the UCC); (iib) the Company is an has been designated as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC, the “Financial Assets”) credited to such Collateral AccountsAccounts that are “securities accounts”; (iiic) all financial assets Financial Assets in registered form or payable to or to the order of and credited to any such Collateral Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Depositary Agent or in blank, or credited to another securities account maintained in the name of the Depositary, Depositary Agent; and (d) in no case will any financial asset Financial Asset credited to any such Collateral Account be registered in the name of, payable to or to the order of, or endorsed to, the Company except to the extent the foregoing have been subsequently endorsed by the Company to the Depositary Agent or in blank; and (iv) each and every . Each item of Property (including any a security, security entitlement, investment property, instrumentinstrument or obligation, share, participation, interest, cash interest or other property whatsoever) credited to any Collateral Account shall to the fullest extent permitted by law be treated as a financial asset; and (v) until this Agreement shall terminate in accordance with Financial Asset. Until the terms hereofDischarge Date, Ormat the Collateral Trustee for the benefit of the Secured Parties shall have “control” (within the meaning of Section 8-106(d106(d)(2) or Section 9-104(a) (as applicable) of the UCC) of the Collateral Accounts and all the Company’s “security entitlements” (within the meaning of Section 8-102(a)(17) of the UCC) of the Company with respect to the financial assets Financial Assets credited to the Collateral AccountsAccount. The Depositary shall promptly credit to the Collateral Accounts all Property All property delivered to the Depositary Agent pursuant to this AgreementAgreement will be promptly credited to the applicable Account. The Company hereby irrevocably directs, and the Depositary Agent (in its capacity as securities intermediary) hereby agrees, that the Depositary Agent will comply with all instructions and orders (including entitlement orders within the meaning of Section 8-102(a)(8) of the UCC) regarding each Account and any Financial Asset therein originated by the Collateral Trustee without the further consent of the Company or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Trustee and any instruction or order originated by the Company or any other Person other than a court of competent jurisdiction, the instruction or order originated by the Collateral Trustee shall prevail. The Depositary Agent shall not change the name or account number of any Collateral Account without the prior written consent of Ormatthe Collateral Trustee and at least five Business Days’ prior notice to the Company, and shall not change the entitlement holder. To the extent that the Accounts are not considered “securities accounts” (within the meaning of Section 8-501(a) of the UCC), the Accounts shall be deemed to be and maintained as “deposit accounts” (as defined in Section 9-102(a)(29) of the UCC) to the extent a security interest can be granted and perfected under the UCC in the Accounts as deposit accounts, which the Company shall maintain with the Depositary Agent acting not as a securities intermediary but as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC). The Depositary Agent shall not have title to the funds on deposit in the Accounts, and shall credit the Accounts with all receipts of interest, dividends and other income received on the Property held in the Accounts. The Depositary Agent shall administer and manage the Accounts in compliance with all the terms applicable to the Accounts pursuant to this Agreement, and shall be subject to and comply with all the obligations that the Depositary Agent owes to the Collateral Trustee with respect to the Accounts, including all subordination obligations, pursuant to the terms of this Agreement. The Depositary Agent hereby agrees to comply with any and all instructions (within the meaning of Section 9-104(a)(2) of the UCC) originated by the Collateral Trustee for the benefit of the Secured Parties directing disposition of funds and all other Property in the Accounts without any further consent of the Company or any other Person.

Appears in 1 contract

Samples: Security Deposit Agreement (Cheniere Energy Inc)

Accounts Maintained as UCC “Securities Accounts. (a) The Collateral Agent, the Depositary Bank and the Borrower hereby agrees and confirms that it has established the Collateral Accounts as set forth and defined in this Agreement. The Depositary agrees agree that: (i) the Depositary Bank has established, in the name of the Borrower, the Accounts as set forth in Section 2.02(a); (ii) subject to the third paragraph of this subsection, each such Collateral Account established by it is and will be maintained as a “securities account” (within the meaning of Section 8-501 of the UCC); (iiiii) the Company Borrower is an the sole “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC, the “Financial Assets”) credited to such Collateral Accounts; (iiiiv) all financial assets Financial Assets in registered form or payable to to, or to the order of of, and credited to to, any such Collateral Account shall be registered in the name of, payable to to, or to the order of, or specially endorsed to, the Depositary Collateral Agent or in blank, or credited to another securities account maintained in the name of the Depositary, Depositary Bank; and (v) in no case will any financial asset Financial Asset credited to any such Collateral Account be registered in the name of, payable to to, or to the order of, or endorsed to, the Company Borrower except to the extent the foregoing have been subsequently endorsed by the Company Borrower to the Depositary Collateral Agent or in blank; and (iv) each and every . Each item of Property (including any cash, a security, security entitlement, investment property, instrumentinstrument or obligation, share, participation, interest, cash interest or other property whatsoever) credited to any Collateral Account shall to the fullest extent permitted by law be treated as a financial asset; and (v) until this Agreement shall terminate in accordance with Financial Asset. Until the terms hereofTermination Date, Ormat the Collateral Agent shall have “control” (within the meaning of Section 8-106(d) or Section 9-104(a) (as applicable) of the UCC) of, and shall be entitled to provide “entitlement orders” (within the meaning of Section 8-102(a)(8) of the Collateral UCC) with respect to, the Accounts and all of the Borrower’s “security entitlements” (within the meaning of Section 8-102(a)(17) of the UCC) of the Company with respect to the financial assets Financial Assets credited to the Collateral Accounts. The Depositary shall promptly credit to the Collateral Accounts all All Property delivered to the Depositary Bank pursuant to this AgreementAgreement will be promptly credited to the applicable Account in accordance with the terms hereof. The Borrower hereby irrevocably directs, and the Depositary Bank (in its capacity as securities intermediary) hereby agrees, that the Depositary Bank will comply with all instructions and orders (including entitlement orders within the meaning of Section 8-102(a)(8) of the UCC) regarding each Account and any Financial Asset therein originated by the Collateral Agent without the further consent of the Borrower or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by the Borrower or any other Person (other than a court of competent jurisdiction), the instruction or order originated by the Collateral Agent shall prevail. The Depositary Bank shall be permitted to request instructions or directions from the Agents and the Borrower in case of any conflict or ambiguity in the instructions or order provided to it. The Depositary Bank shall not change the name or account number of any Collateral Account without at least ten Business Days’ prior notice to the prior written Administrative Agent, the Collateral Agent and the Borrower, and shall not change the entitlement holder with respect to any Financial Asset credited thereto. To the extent that any of the Accounts are determined not to be “securities accounts” (within the meaning of Section 8-501(a) of the UCC), such Accounts shall be deemed to be “deposit accounts” (as defined in Section 9-102(a)(29) of the UCC), which the Borrower shall maintain with the Depositary Bank acting as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC) pursuant to Section 2.01(a)(i). The Depositary Bank shall credit the Accounts with all receipts of interest, dividends and other income received on the Property held in the Accounts. The Depositary Bank shall administer and manage the Accounts in compliance with all the terms applicable to the Accounts pursuant to this Agreement, and shall be subject to and comply with all the obligations of the Depositary Bank with respect to the Accounts pursuant to the terms of this Agreement. The Depositary Bank hereby agrees to comply with any and all instructions originated by the Collateral Agent directing disposition of funds and all other Property in the Accounts without any further consent of Ormatthe Borrower or any other Person.

Appears in 1 contract

Samples: Credit Agreement (Avangrid, Inc.)

Accounts Maintained as UCC “Securities Accounts. The Depositary, Borrower and each Subsidiary Party agrees that (a) The Depositary hereby agrees and confirms that it has established the Collateral Accounts as set forth and defined in this Agreement. The Depositary agrees that: (i) each such Collateral Account established by it is and will be maintained as a “securities account” (within the meaning of Section 8-501 of the New York UCC); (iib) Borrower or the Company applicable Subsidiary Party is an the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the New York UCC) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the New York UCC, the “Financial Assets”) credited to such Collateral Accounts, as applicable; (iiic) each item of property (including a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Account shall be treated as a Financial Asset; and (d) to the extent practicable, all financial assets Financial Assets in registered form or payable to or to the order of and credited to any such Collateral Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Depositary or in blank, or credited to another securities account maintained in the name of the Depositary, blank and in no case will any financial asset Financial Asset credited to any such Collateral Account be registered in the name of, payable to or to the order of, or endorsed to, the Company Borrower or a Subsidiary Party, as applicable, except to the extent the foregoing have been subsequently endorsed by the Company Borrower or a Subsidiary Party, as applicable, to the Depositary or in blank; and (iv) each and every item of Property (including any security, security entitlement, investment property, instrument, share, participation, interest, cash or other property whatsoever) credited to any . The Collateral Account shall be treated as a financial asset; and (v) until this Agreement shall terminate in accordance with the terms hereof, Ormat Agent shall have “control” (within the meaning of Section 8-106(d) or Section 9-104(a) (as applicable) of the New York UCC) of the Collateral Accounts and all the “security entitlements” (within the meaning of Section 8-102(a)(17) of the New York UCC) of the Company with respect to the financial assets Financial Assets credited to the Collateral Accounts. The Depositary shall promptly credit to the Collateral Accounts all Property All property delivered to the Depositary pursuant to this AgreementAgreement will be promptly credited to the Accounts. Borrower and each Subsidiary Party hereby irrevocably directs, and the Depositary hereby agrees, that the Depositary will comply with all instructions and all “entitlement orders” (as defined in Section 8-102(a)(8) of the New York UCC) originated by the Collateral Agent in accordance with this Agreement regarding each Account and each sub-account (if any) and any Financial Asset therein without the further consent of Borrower, a Subsidiary Party or any other Person. Until the Depositary has been notified in writing by the Collateral Agent that the Discharge Date has occurred, in the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by Borrower, a Subsidiary Party or any other Person, the instruction or order originated by the Collateral Agent in accordance with this Agreement shall prevail. The Depositary shall not change the name or account number of any Collateral Account without the prior written consent of Ormatthe Collateral Agent and shall not change the entitlement holder in respect of any Financial Asset credited thereto. To the extent that the Accounts are not considered “securities accounts” (within the meaning of Section 8-501(a) of the New York UCC), the Accounts shall be deemed to be “deposit accounts” (within the meaning of Section 9-102(a)(29) of the New York UCC), which Borrower and each Subsidiary Party shall maintain with Depositary acting not as a securities intermediary but as a “bank” (within the meaning of Section 9-102(a)(8) of the New York UCC). Depositary shall not have title to the funds on deposit in the Accounts, and shall credit the Accounts with all receipts of interest, dividends and other income received on the property held in the Accounts. Depositary shall administer and manage the Accounts in strict compliance with all the terms applicable to the Accounts pursuant to this Agreement, and shall be subject to and comply with all the obligations that Depositary owes to Collateral Agent with respect to the Accounts, including all subordination *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission obligations, pursuant to the terms of this Agreement. Depositary hereby agrees to comply with any and all instructions originated by the Collateral Agent directing disposition of funds and all other property in the Accounts without any further consent of Borrower, a Subsidiary Party or any other Person.

Appears in 1 contract

Samples: Termination Agreement (Vivint Solar, Inc.)

Accounts Maintained as UCC “Securities Accounts. (a) The Depositary Securities Intermediary hereby agrees and confirms that it has established the Collateral Accounts as set forth and defined in this Depositary Agreement. The Depositary Securities Intermediary agrees that: that (i) each such Collateral Account established by it the Securities Intermediary is and will be maintained as a "securities account" (within the meaning of Section 8-501 of the Uniform Commercial Code as adopted in the State of New York (the "UCC"); (ii) the Company Issuer is an "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC, the "Financial Assets") credited to such Collateral Accountsaccounts; (iii) all financial assets Financial Assets in registered form or payable to or to the order of and credited to any such Collateral Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Depositary Securities Intermediary or in blank, or credited to another securities account maintained in the name of the DepositarySecurities Intermediary, and in no case will any financial asset Financial Asset credited to any such Collateral Account be registered in the name of, payable to or to the order of, or endorsed to, the Company Issuer except to the extent the foregoing have been subsequently endorsed by the Company Issuer to the Depositary Securities Intermediary or in blank; and (iv) each and every . Each item of Property property (including any a security, security entitlement, investment property, instrumentinstrument or obligation, share, participation, interest, cash interest or other property whatsoever) credited to any Collateral Account shall be treated as a financial asset; and (v) until Financial Asset. Until this Depositary Agreement shall terminate in accordance with the terms hereof, Ormat the Collateral Agent shall have "control" (within the meaning of Section 8-106(d106(d)(2) of the UCC) of the Collateral Accounts and all “Issuer's "security entitlements" (within the meaning of Section 8-102(a)(17) of the UCC) of the Company with respect to the financial assets Financial Assets credited to the Collateral Accounts. The Depositary shall promptly credit to the Collateral Accounts all Property All property delivered to the Depositary Securities Intermediary pursuant to this AgreementDepositary Agreement will be promptly credited to the Accounts. The Depositary If at any time the Securities Intermediary shall not change receive any order from the name Collateral Agent on behalf of the Secured Parties directing transfer or account number redemption of any Collateral Account Financial Asset relating to any Account, the Securities Intermediary shall comply with such entitlement order without further consent by the prior written consent of OrmatIssuer or any other Person.

Appears in 1 contract

Samples: Deposit and Disbursement Agreement (Project Orange Capital Corp)

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Accounts Maintained as UCC “Securities Accounts. The Collateral Agent and the Securities Intermediary hereby agree that (ai) The Depositary hereby agrees and confirms that it the Securities Intermediary has established established, in the name of the Borrower, the Collateral Accounts as set forth and defined in this Agreement. The Depositary agrees that: Section 2.02(a), (iii) each such Collateral Account established by it is and will be maintained as a “securities account” (within the meaning of Section 8-501 of the UCC); (iiiii) the Company Borrower is an the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC, the “Financial Assets”) credited to such Collateral AccountsAccounts that are “securities accounts”; (iiiiv) all financial assets Financial Assets in registered form or payable to or to the order of and credited to any such Collateral Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Depositary Securities Intermediary or in blank, or credited to another securities account maintained in the name of the Depositary, Securities Intermediary; and (v) in no case will any financial asset Financial Asset credited to any such Collateral Account be registered in the name of, payable to or to the order of, or endorsed to, the Company Borrower except to the extent the foregoing have been subsequently endorsed by the Company Borrower to the Depositary Securities Intermediary or in blank; and (iv) each and every . Each item of Property (including any a security, security entitlement, investment property, instrumentinstrument or obligation, share, participation, interest, cash interest or other property whatsoever) credited to any Collateral Account shall to the fullest extent permitted by law be treated as a financial asset; and (v) until this Agreement shall terminate in accordance with Financial Asset. Until the terms hereofTermination Date, Ormat the Collateral Agent shall have “control” (within the meaning of Section 8-106(d106(d)(2) or Section 9-104(a) (as applicable) of the UCC) of the Collateral Accounts and all the Borrower’s “security entitlements” (within the meaning of Section 8-102(a)(17) of the UCC) of the Company with respect to the financial assets Financial Assets credited to the Collateral AccountsAccount. The Depositary shall promptly credit to the Collateral Accounts all Property All property delivered to the Depositary Securities Intermediary pursuant to this AgreementAgreement will be promptly credited to the applicable Collateral Account. The Depositary Borrower hereby irrevocably directs, and the Securities Intermediary (in its capacity as securities intermediary) hereby agrees, that the Securities Intermediary will comply with all instructions and orders (including entitlement orders within the meaning of Section 8-102(a)(8) of the UCC) regarding each Collateral Account and any Financial Asset therein originated by the Collateral Agent without the further consent of the Borrower or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by the Borrower or any other Person other than a court of competent jurisdiction, the instruction or order originated by the Collateral Agent shall prevail. The Securities Intermediary shall not change the name or account number of any Collateral Account without the prior written consent of Ormatthe Collateral Agent and at least five Business Days’ prior notice to the Borrower, and shall not change the entitlement holder. To the extent that the Collateral Accounts are not considered “securities accounts” (within the meaning of Section 8-501(a) of the UCC), the Collateral Accounts shall be deemed to be “deposit accounts” (as defined in Section 9-102(a)(29) of the UCC) to the extent a security interest can be granted and perfected under the UCC in the Collateral Accounts as deposit accounts, which the Borrower shall maintain with the Securities Intermediary acting not as a securities intermediary but as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC). The Securities Intermediary shall not have title to the funds on deposit in the Collateral Accounts, and shall credit the Collateral Accounts with all receipts of interest, dividends and other income received on the Property held in the Collateral Accounts. The Securities Intermediary shall administer and manage the Collateral Accounts in strict compliance with all the terms applicable to the Collateral Accounts pursuant to this Agreement, and shall be subject to and comply with all the obligations that the Securities Intermediary owes to the Collateral Agent with respect to the Collateral Accounts, including all subordination obligations, pursuant to the terms of this Agreement. The Securities Intermediary hereby agrees to comply with any and all instructions originated by the Collateral Agent directing disposition of funds and all other Property in the Collateral Accounts without any further consent of the Borrower.

Appears in 1 contract

Samples: Collateral Agency Agreement (Cheniere Energy Inc)

Accounts Maintained as UCC “Securities Accounts. (a) The Depositary hereby Agent hxxxxx agrees and confirms that it has established the Collateral Accounts as set forth and defined in this Agreement. The Depositary Agent agrees that: that (i) each such Collateral Account established by it the Depositary Agent is and will be maintained as a “securities account” (within the meaning of Section 8-501 of the UCC); (ii) the Company Borrower is an the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC, the “Financial Assets”) credited to such Collateral AccountsAccounts that are “securities accounts”; provided, however, that in no event shall cash be deemed a Financial Asset; (iii) all financial assets Financial Assets in registered form or payable to or to the order of and credited to any such Collateral Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Depositary Agent or in blank, or credited to another securities account maintained in the name of the Depositary, Depositary Agent; and (iv) in no case will any financial asset Financial Asset credited to any such Collateral Account be registered in the name of, payable to or to the order of, or endorsed to, the Company Borrower except to the extent the foregoing have been subsequently endorsed by the Company Borrower to the Depositary Agent or in blank; and (iv) each and every . Each item of Property property (excluding cash, but including any a security, security entitlement, investment property, instrumentinstrument or obligation, share, participation, interest, cash interest or other property whatsoever) credited to any Collateral Account shall to the fullest extent permitted by law be treated as a financial asset; and Financial Asset. Until the Termination Date, the Collateral Agent (vfor the benefit of the Secured Parties) until this Agreement shall terminate in accordance with the terms hereof, Ormat shall have “control” (within the meaning of Section 8-106(d) or Section 9-104(a) (as applicable) of the UCC) of the Collateral Accounts and all the “security entitlements” (within the meaning of Section 8-102(a)(17) of the UCC) of the Company with respect to the financial assets Financial Assets credited to the Collateral Accounts. The Depositary shall promptly credit to the Collateral Accounts all Property All property delivered to the Depositary Agent pursuant to this AgreementAgreement will be promptly credited to the applicable Account. The Borrower hereby irrevocably directs, and the Depositary Agent (in its capacity as securities intermediary) hereby agrees, that the Depositary Agent will comply with all instructions and orders (including entitlement orders within the meaning of Section 8 102(a)(8) of the UCC) regarding each Account and any Financial Asset therein originated by the Collateral Agent without the further consent of the Borrower or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by the Borrower or any other Person other than a court of competent jurisdiction, the instruction or order originated by the Collateral Agent shall prevail. The Depositary Agent shall not change the name or account number of any Collateral Account without the prior written consent of Ormatthe Collateral Agent (acting at the direction of the Administrative Agent) and at least 10 Business Days’ prior notice to the Borrower , and shall not change the entitlement holder in respect of any Financial Asset credited thereto; provided that the Depositary Agent may, upon not less than 30 days’ prior written notice thereof to each of the Collateral Agent, the Administrative Agent and the Borrower , change the name or account number of any Account to conform to regulatory compliance requirements, or as a result of a change in its account maintenance systems.

Appears in 1 contract

Samples: Depositary Agreement (Fuelcell Energy Inc)

Accounts Maintained as UCC “Securities Accounts. (a) The Depositary Depositary, as Securities Intermediary, hereby agrees and confirms that it has established the Collateral Accounts as set forth and defined in this Depositary Agreement. The Depositary Securities Intermediary agrees that: that (i) each such Collateral Account established by it Securities Intermediary is and will be maintained as a "securities account" (within the meaning of Section 8-501 of the New York UCC); (ii) the Company is Issuer and the Guarantors are each an "entitlement holder" (within the meaning of Section 8-102(a)(7) of the New York UCC) in respect of the "financial assets" (within the meaning of Section 8-102(a)(9) of the New York UCC, the "Financial Assets") credited to such Collateral Accounts; (iii) all financial assets Financial Assets in registered form or payable to or to the order of and credited to any such Collateral Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Depositary Securities Intermediary or in blank, or credited to another securities account maintained in the name of the DepositarySecurities Intermediary, and in no case will any financial asset Financial Asset credited to any such Collateral Account be registered in the name of, payable to or to the order of, or endorsed to, the Company Issuer or any Guarantor except to the extent the foregoing have been subsequently endorsed by the Company Issuer or such Guarantor to the Depositary Securities Intermediary or in blank; and (iv) each and every . Each item of Property property (including any a security, security entitlement, investment property, instrumentinstrument or obligation, share, participation, interest, cash interest or other property whatsoever) credited to any Collateral Account shall be treated as a financial asset; and (v) until Financial Asset. Until this Agreement shall terminate in accordance with the terms hereof, Ormat Collateral Agent shall have "control" (within the meaning of Section 8-106(d106(d)(2) of the New York UCC) of the Collateral Accounts and all “the Issuer's and the Guarantors' "security entitlements" (within the meaning of Section 8-102(a)(17) of the New York UCC) of the Company with respect to the financial assets Financial Assets credited to the Collateral Accounts. All property delivered to the Securities Intermediary pursuant to this Depositary Agreement will be promptly credited to the Collateral Accounts. The Issuer and the Guarantors hereby irrevocably direct, and the Depositary shall promptly credit to (in its capacity as Securities Intermediary) hereby agrees, that the Depositary will comply with all instructions and orders (including entitlement orders within the meaning of Section 8-102(a)(8) of the New York UCC) regarding each Collateral Account and each sub-account and any Financial Asset therein originated by the Collateral Accounts all Property delivered to Agent without the Depositary pursuant to this Agreementfurther consent of the Issuer, any Guarantor or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by any other Person other than a court of competent jurisdiction, the instruction or order originated by the Collateral Agent shall prevail. The Depositary shall not change the name or account number of any Collateral Account without the prior written consent of Ormatthe Collateral Agent.

Appears in 1 contract

Samples: Deposit and Disbursement Agreement (Ormat Funding Corp.)

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