Private Owner Pledged Account. (a) On the date hereof, the Private Owner shall establish the Private Owner Pledged Account with the Paying Agent for the exclusive purpose of holding Qualifying Cash Collateral, whether such Qualifying Cash Collateral is delivered on the date hereof or subsequent to the date hereof in full and complete substitution for a Qualifying Letter of Credit pursuant to the LLC Operating Agreement or upon the liquidation or drawing down of a Qualifying Letter of Credit or Satisfactory Equity Commitment Letter pursuant to the LLC Operating Agreement. The Private Owner Pledged Account (and all funds therein) shall be subject to the security interest granted for the benefit of the Initial Member pursuant to the LLC Operating Agreement, this Agreement and the Private Owner Account Control Agreement. In no event shall the Private Owner have any right or authority to withdraw any funds from the Private Owner Pledged Account except as expressly provided in Section 3.9(b) below.
(b) From time to time, at the request of the Private Owner, the Paying Agent may release funds from the Private Owner Pledged Account to the Private Owner only to the extent that, after such release, the remaining balance of the Qualifying Cash Collateral on deposit in the Private Owner Pledged Account is not less than Seven Million Five Hundred Thousand Dollars ($7,500,000). Any such release shall be pursuant to applicable instructions and documentation satisfactory to, and executed by (or with the written consent of), both of the Initial Member and the Private Owner (and prepared at the sole cost and expense of the Private Owner).
Private Owner Pledged Account. The Bank confirms and agrees that:
(a) Neither the Bank nor the Private Owner will change the name or account number of the Private Owner Pledged Account without the prior written consent of the Initial Member;
(b) The Private Owner Pledged Account is a “deposit account” (as defined in Section 9-102(a)(29) of the NY UCC) or “securities account” (as defined in Section 8-501 of the NY UCC) and the Bank is a “bank” (as such term is defined in Section 9-102(a)(8) of the NY UCC) and a “securities intermediary” (as such term is defined in Section 8-102(a)(14) of the NY UCC);
(c) If and to the extent the Private Owner Pledged Account is a “securities account” (as such term is defined in Section 8-501 of the NY UCC):
(i) all securities, financial assets or other property credited to the Private Owner Pledged Account other than cash are to be registered in the name of the Bank, indorsed to the Bank or in blank or credited to another securities account maintained in the name of the Bank, and in no case will any financial asset credited to the Private Owner Pledged Account be registered in the name of the Private Owner, payable to the order of the Private Owner or specially indorsed to the Private Owner unless the foregoing have been specially indorsed to the Bank or in blank;
(ii) all financial assets delivered to the Bank pursuant to the Custodial and Paying Agency Agreement in respect of the Private Owner Pledge Account will be promptly credited to the Private Owner Pledged Account; and
(iii) the Bank agrees that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Private Owner Pledged Account (to the extent that it constitutes a “securities account” (as defined in Section 8-501 of the NY UCC)) will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the NY UCC;
(d) Without limitation of the Initial Member’s rights pursuant to Section 1 above, from and after receipt of a Notice of Event of Default from the Initial Member, the Bank will comply with any stop payment orders given by the Initial Member with respect to items presented for payment by the Private Owner;
(e) There are no other agreements entered into between the Bank and the Private Owner with respect to the Private Owner Pledged Account other than the Custodial and Paying Agency Agreement and the LLC Operating Agreement that would affect the Bank’s abilities to carry out its duties as set forth in this Agreement;
(f...
Private Owner Pledged Account. (a) On the date hereof, the Private Owner shall establish the Private Owner Pledged Account with the Paying Agent for the exclusive purpose of holding Qualifying Cash Collateral, whether such Qualifying Cash Collateral is delivered on the date hereof or subsequent to the date hereof in full and complete substitution for a Qualifying Letter of Credit pursuant to the LLC Operating Agreement or upon the liquidation or drawing down of a Qualifying Letter of Credit pursuant to the LLC Operating Agreement. The Private Owner Pledged Account (and all funds therein) shall be subject to the security interest granted for the benefit of the Initial Member pursuant to the LLC Operating Agreement, this Agreement and the Private Owner Pledged Account Control Agreement in substantially the form attached to this Agreement as Exhibit Q. In no event shall the Private Owner have any right or authority to withdraw any funds from the Private Owner Pledged Account except as expressly provided in Section 3.9(b) below. The Paying Agent shall invest the amounts on deposit in the Private Owner Pledged Account in Permitted Investments in accordance with investment directions from the Private Owner but with maturities that allow for their transfer in accordance with this Section 3.9.
(b) From time to time, at the request of the Private Owner, the Paying Agent may release funds from the Private Owner Pledged Account to the Private Owner only to the extent that, after such release, the remaining balance of the Qualifying Cash Collateral on deposit in the Private Owner Pledged Account is not less than $6,500,000.00. Any such release shall be pursuant to applicable instructions and documentation satisfactory to, and executed by (or with the written consent of), both of the Initial Member and the Private Owner (and prepared at the sole cost and expense of the Private Owner).
Private Owner Pledged Account. Section 3.10. Certain General Provisions Regarding the Accounts
Private Owner Pledged Account. The Bank hereby confirms and agrees that:
(a) Neither the Bank nor the Private Owner shall change the name or account number of the Private Owner Pledged Account without the prior written consent of the Initial Member;
(b) The Private Owner Pledged Account is a "deposit account" (as defined in Section 9-102(a)(29) ofthe NY UCC) or "securities account" (as defined in Section 8-501 ofthe
