Establishment of Collateral Accounts. Securities Intermediary acknowledges and agrees that: (i) it has established and is maintaining on its books and records the accounts identified on the attached Schedule 1 (each such account, together with any replacements thereof or substitutions therefor, the “Collateral Account” and such accounts, collectively, the “Collateral Accounts”) in the name of the Borrower; (ii) each Collateral Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC and, with respect to any Book-Entry Security, within the meaning of Federal Book-Entry Regulations) and the Security Agent is the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC); provided, however, that if, notwithstanding the intention of the parties hereto, all or any portion of the Collateral Account is determined to be a “deposit account” (within the meaning of Section 9-102 of the UCC) rather than a “securities account,” then the Securities Intermediary represents, warrants, covenants and agrees that it is a “bank” (as defined in Section 9-102(a)(8) of the UCC) and will treat the Borrower as its customer (within the meaning of Section 9-104(a)(3) of the UCC) with respect to the Collateral Accounts (or portion thereof); (iii) all property delivered, or to be delivered, to Securities Intermediary pursuant to this Agreement is, and will be, promptly credited to the Collateral Accounts; (iv) it does not know of any claim to or interest in any Collateral Account or any assets or funds therein, except for claims and interests of the parties to this Agreement as set forth herein; and (v) it shall not change the name or account number of any Collateral Account without the prior written consent of the Security Agent. Except as provided in Section 2(b), Securities Intermediary agrees that it shall not take “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) or “instructions” (within the meaning of Section 9-104(a)(2) of the UCC) with respect to the Collateral Accounts or any assets or funds therein from any Person other than the Security Agent.
Establishment of Collateral Accounts. The Custodian hereby confirms and agrees that:
1.1 Custodian has established the following account(s) (the "Collateral Account(s)"), in the name of the Borrower. Fund Collateral Account Numbers Foxby Corp. 1041016915
1.2 The Custodian is, and at all times hereafter will be, acting in the capacity of "Securities Intermediary" (as such term is defined in Article 8 of the Uniform Commercial Code as adopted by the State of Ohio (the "UCC")) in respect of all Securities or other property credited to the Collateral Account(s).
1.3 All securities or other property underlying any financial assets credited to the Collateral Account(s) shall be registered in the name of the Custodian, indorsed to the Custodian or in blank and in no case, will any financial asset credited to a Collateral Account be registered in the name of the Borrower, payable to the order of the Borrower or specially indorsed to the Borrower except to the extent the foregoing have been specially indorsed to the Custodian or in blank.
Establishment of Collateral Accounts. AP, from time to time, may be required to deliver to State Street, by any of the means mutually agreed to among the AP, State Street and the Trust, certain U.S. cash for the benefit of the Trust. Subject to the agreement of all parties to this Agreement and such terms, procedures and additional documentation (including any amendments or supplements to this Agreement) as agreed to by the parties, AP may deliver to State Street certain U.S. treasury securities, or other U.S. securities to secure the AP's obligations to the Trust under the AP Agreement. Any such U.S. cash, U.S. treasury securities, or other U.S. securities delivered to State Street or held by State Street hereunder whether now owned or hereafter acquired (collectively the "Deposits") together with the Collateral Accounts (hereinafter defined) shall be collectively referred to as the "Collateral." State Street shall segregate and deposit in one or more separate deposit accounts any cash Deposits and hold them under the name "[ ] for the benefit of iShares® S&P GSCI™ Commodity-Indexed Trust" (the separate deposit account(s) shall be referred to herein, collectively, as, the "Deposit Account"). Non-cash Deposits shall be identified and segregated in one or more separate securities accounts on State Street's books and records under the name "[ ] for the benefit of iShares® S&P GSCI™ Commodity-Indexed Trust" (the separate securities account(s) shall be referred to herein, collectively, as, the "Securities Account" and, together with the Deposit Account, whether now owned or hereafter acquired as (the "Collateral Accounts"). State Street will hold the Collateral in, and credit such Collateral to, the applicable Collateral Account, segregated from property in which State Street has an exclusive and proprietary interest. All assets in the Securities Account shall be financial assets under Article 8 of the Uniform Commercial Code, as in effect from time to time in the State of New York (the "UCC"). The parties hereto agree and acknowledge that the Securities Account shall not include the Deposit Account and that the Securities Account is separate from the Deposit Account. Based on information provided to State Street under the Service Agreement, State Street shall identify on its books and records the Collateral in the Collateral Accounts. The Trust and AP agree that AP will be deemed to have satisfied its obligation pursuant to the AP Agreement when State Street holds Deposits in the Collateral Accou...
Establishment of Collateral Accounts. The Financial Institution hereby confirms and agrees that:
(a) The Financial Institution has established the following accounts:
(i) the "[IDENTIFY EXACT TITLE OF ACCOUNT]" with account number [IDENTIFY ACCOUNT NUMBER] in the name "[IDENTIFY EXACT TITLE OF ACCOUNT]" in the name of "[identify name of account holder]" (the "_____ Account");
(ii) the "[identify exact title of account]" with account number [identify account number] in the name "[identify exact title of account]" in the name of "[identify name of account holder]" (the "_____ Account"); and
(iii) the "[IDENTIFY EXACT TITLE OF ACCOUNT]" with account number [IDENTIFY ACCOUNT NUMBER] in the name "[IDENTIFY EXACT TITLE OF ACCOUNT]" in the name of "[identify name of account holder]" (the "_____ Account"). Each such account and any successor account, being referred to herein individually as a "Pledged Account" and collectively as the "Pledged Accounts." The Financial Institution shall not change the name or account number of any Pledged Account without the prior written consent of the Secured Party(i);
(b) Each of the Pledged Accounts are either a "securities account" (as defined in Section 8-501 of the UCC) or a "deposit account" as defined in Section 9-102(a)(29) of the UCC). The Financial Intermediary acknowledges and agrees that the ____ Account[s] are intended to be deposit accounts and the _________ Account[s] are intended to be securities accounts. Notwithstanding such intention, as used herein "Deposit Account" shall mean any Pledged Account which is determined to be a "deposit account" (within the meaning of Section 9-102(a)(29) of the UCC) and "Securities Account" shall mean any Pledged Account which is determined to be a "securities account" (within the meaning of Section 8-501 of the UCC). PLEDGE AND SECURITY AGREEMENT 434560-New York Server 3A EXECUTION
Establishment of Collateral Accounts. On or prior to the Closing Date, the Borrower and the Security Agent shall cause to be established at the Securities Intermediary the Operating Account, Revenue Account, the Disbursement Account, the Debt Service Reserve Account, the O&M Reserve Account, the Loss Proceeds Account, the Distribution Reserve Account, the Stetson I Holding Account, the Government Grant Proceeds Account, the Gen Lead Account and the Energy Hedge Reserve Account. Each Collateral Account shall be a “securities account” within the meaning of Section 8-501 of the Uniform Commercial Code in effect in the State of New York. In accordance with the terms of the Collateral Documents, the Borrower and each Project Company has pledged, assigned and transferred to the Security Agent for the equal and ratable benefit of the Secured Parties, and has granted to the Security Agent for the equal and ratable benefit of the Secured Parties a first- priority, perfected lien on and security interest in, all of its right, title and interest in, to and under the Collateral Accounts, any Permitted Investments (or any other property) held in or credited to the Collateral Accounts and the proceeds of any such Permitted Investments (or such other property). The Borrower hereby irrevocably confirms the authority of the Security Agent to (and directs and authorizes the Security Agent to) instruct the Securities Intermediary to deposit into and remit funds from such Collateral Accounts in accordance with the terms and conditions of this Financing Agreement and the Collateral Documents.
Establishment of Collateral Accounts. On or prior to the Effective Date, the Borrower shall establish each of the Collateral Accounts and the Specified Distributable Cash Account.
Establishment of Collateral Accounts. (a) On or prior to the Effective Date and upon any Person becoming a Grantor hereunder, each such Grantor shall have established with the Custodian, and at all times thereafter until the Secured Obligations of such Grantor shall have been irrevocably and indefeasibly paid in full and this Agreement is terminated in accordance with its terms, such Grantor shall maintain with the Custodian:
(i) each Deposit Account listed in Part A of Schedule I hereto (each of which shall be maintained by the Custodian in the name of such Grantor) (each, a “Collateral Deposit Account”);
(ii) each Securities Account listed in Part B of Schedule I hereto (each of which shall be maintained by the Custodian in the name of such Grantor) (each a “Collateral Securities Account” and, together with each Collateral Deposit Account, the “Collateral Accounts”).
(b) The Custodian shall credit any Cash or Securities deposited, delivered or transferred by or on behalf of the respective Grantor to the Custodian in connection with any Credit Transaction in accordance with Section 4.03 to (x) in the case of Cash, such Grantor’s Collateral Deposit Account and (y) in the case of Securities, such Grantor’s Collateral Securities Account. Back to Contents
Establishment of Collateral Accounts. The Collateral Agent shall establish and maintain at its banking office in Portland, Oregon, (or upon written notice to the Secured Creditors, such other banking office in the State of Oregon as it may select, so long as its lien is continuously maintained as contemplated herein) the following segregated account(s):
(i) an account entitled the “Northwest Pipe Company Intercreditor Disbursement Account” (the “Intercreditor Disbursement Account”); and
(ii) an account entitled the “Northwest Pipe Company L/C Holding Account” (the “L/C Holding Account”). Each such account will be held by the Collateral Agent as provided in this Agreement and shall at all times be in the exclusive possession of, and under the exclusive control of, the Collateral Agent, as agent for the Secured Creditors. Neither the Company, any other Credit Party nor any subsidiary of the Company or such other Credit Party shall have rights to any such account or to any amounts on deposit therein, except the right to receive amounts, if any, in accordance with clause FOURTH of Section 4.1(d). Each of the Company and the other Credit Parties hereby grants and assigns to the Collateral Agent, for the benefit of the Secured Creditors, as collateral security for the Secured Obligations, all of the Company’s or such other Credit Party’s right, title and interest in and to the Collateral Accounts, all funds from time to time maintained therein, all investments thereof, all interest, dividends and other amounts earned thereon and all proceeds thereof.
Establishment of Collateral Accounts. (a) On or prior to the date hereof, the Pledgor shall have established with the Custodian, and at all times thereafter until the Termination Date, the Pledgor shall maintain with the Custodian:
(i) each deposit account listed in Part A of Schedule I hereto (each a “Collateral Deposit Account”); and
(ii) each securities account listed in Part B of Schedule I hereto (each, a “Collateral Securities Account” and together with each Collateral Deposit Account, the “Collateral Accounts”).
(b) Any Cash or Securities deposited, delivered or transferred by or on behalf of the Pledgor to the Custodian in connection with any Credit Transaction in accordance with Section 3.03 shall be credited to (x) in the case of Cash, a Collateral Deposit Account of the Pledgor and (y) in the case of Securities, a Collateral Securities Account of the Pledgor.
Establishment of Collateral Accounts. As of the Closing Date, the Collateral Agent has established the following special, segregated and irrevocable collateral accounts at its offices located in New York City bearing the names and account numbers identified in Schedule I (such accounts, collectively, the “Collateral Accounts”) (each such Collateral Account being a securities account) each of which shall be maintained at all times by the Collateral Agent until the termination of this Agreement in accordance with Section 7.13 (unless this Agreement otherwise expressly contemplates closure of such Collateral Account prior to the date of the termination of this Agreement):
(i) the Construction Account (the “Construction Account”);
(ii) the Punchlist Retention Subaccount (the “Punchlist Retention Subaccount”), a sub-account of the Construction Account;
(iii) the Operating Account (the “Operating Account”);
(iv) the Debt Service Reserve Account (the “Debt Service Reserve Account”);
(v) the Debt Service Accrual Account (the “Debt Service Accrual Account”);
(vi) the Income Tax Reserve Account (the “Income Tax Reserve Account”);
(vii) the Distribution Account (the “Distribution Account”);
(viii) the Revenue Account (the “Revenue Account”);
(ix) the Insurance Proceeds Account (the “Insurance Proceeds Account”); and
(x) the Construction Payment Subaccount (the “Construction Payment Subaccount”).
