Accounts Agreement Sample Clauses

Accounts Agreement. (G) seventh, to the extent set forth in a Withdrawal Certificate that may be delivered by the Borrower in its sole discretion, to the establishment of a reserve to be maintained in the Borrower Revenue Account in an amount equal to (x) prior to the payment in full of the ABL Obligations, up to five million Dollars ($5,000,000); provided that from and after the ninetieth (90th) day prior to the stated maturity date of the ABL Obligations such amount shall be increased to eleven million Dollars ($11,000,000) if (i) no ABL Event of Default shall have occurred and be continuing and (ii) WestLB shall have not granted a request to extend such stated maturity date and (y) after the payment in full of the ABL Obligations, up to eleven million Dollars ($11,000,000); all or any portion of such reserve as set forth in a Withdrawal Certificate may be transferred from the Borrower Revenue Account to the Lessee Revenue Account for disbursement pursuant to Section 3.03(b)(iii); (H) eighth, on each Quarterly Payment Date, provided that no Default or Event of Default has occurred and is continuing, a Permitted Tax Distribution to Lessee Pledgor with respect to income of OpCo II, or to Pledgor with respect to income of Borrower, in amounts certified by the Borrower in such Withdrawal Certificate; (I) ninth, on each Quarterly Payment Date, if within ten (10) Business Days prior to such Quarterly Payment Date Pledgor shall have delivered a written notice to the Administrative Agent electing that a payment pursuant to this priority ninth be made, to the Administrative Agent in the amount certified by the Borrower in such Withdrawal Certificate, for application as a prepayment of the Loans in accordance with Section 3.08 (Mandatory Prepayment) of the 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 eighth 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 eighth (in each case, to the extent funds are available at this priority ninth); (J) tenth, on each Semi-Annual Payment Date, to the Administrative Agent in the amount certified by the Borrower in such Withdrawal Certificate, for application as a prepayment of the Loans in accordance with Section 3.08 (Mandatory Prepayment) of the

Accounts Agreement. No further loans or extensions of credit will be made under the Loan Agreement, and, instead, all further loans and extensions of credit will be made under the Accounts Agreement. The existing outstanding Letters of Credit issued under the Loan Agreement will, effective on the date hereof, be deemed issued under the Accounts Agreement and will be subject to all the terms and conditions thereof. All of the terms and provisions of the Loan Agreement will be replaced by the terms and provisions of the Accounts Agreement, effective on the date hereof, provided that all security interests granted in the Loan Agreement shall continue in full force and effect to secure all "Obligations" as defined in the Loan Agreement.

Accounts Agreement. 111 9.1.17. Closing Date .................................................... 111 9.2.

Accounts Agreement. The Borrower shall fully perform its obligations pursuant to the Accounts Agreement, the Borrower shall maintain all bank accounts in compliance with the Accounts Agreement and such accounts shall be maintained with a local banking institution reasonably acceptable to the Administrative Agent; provided, however, that such institution shall act as the Administrative Agent's collateral agent in respect of such account.

Accounts Agreement. 98 8.1.12. Maintenance of Lien ............................................. 98 8.1.13. Performance of Project Documents; Operation ..................... 99 8.1.14. Construction of the Project; Performance Tests .................. 100 8.1.15. Use of Proceeds ................................................. 100 8.1.16.

Accounts Agreement provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and Non-Appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (b) To the extent that the Borrower or OpCo II for any reason fails to indefeasibly pay any amount required under Section 5.06(a) to be paid by it to an Indemnitee, the Collateral Agent agrees to pay such amount to such Indemnitee. (c) Amounts due under this Section 5.06 shall be payable not later than ten (10) Business Days after demand therefor.

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.

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. A&R Agreement (a) The Second Lien Agent and the Second Lien Security Agent shall promptly execute the “A&R Agreement” (as such term is defined in the Fourth Global Amendment and Restatement Agreement) (for and on behalf of each other Second Lien Creditor) following a request from the Senior Agent or the Borrower so long as the terms of the A&R Agreement: (i) provide that: (A) prior to the Senior Dicharge Date, neither the Second Lien Agent nor the Second Lien Security Agent shall have any rights or obligations under the A&R Agreement; (B) on and from the Senior Discharge Date: (1) the Second Lien Agent shall, where relevant, assume all rights and obligations of the Senior Agent who shall retire as the Senior Agent at or around the Senior Discharge Date in accordance with the terms of the Senior Finance Documents; and (2) the Second Lien Security Agent shall, where relevant, assume all rights and obligations of the Senior Security Agent who shall retire as the Senior Security Agent at or around the Senior Discharge Date in accordance with the terms of the Senior Finance Documents; and (C) on and from the Senior Discharge Date, a new account bank, the identity of which is agreed as between the Borrower and the Majority Second Lien Lenders (the “Replacement Account Bank”), replaces BNP Paribas as the Offshore Account Bank and the Borrower opens new bank accounts with such Replacement Account Bank in replacement of the Offshore Project Accounts (with such Offshore Project Accounts to be closed in accordance with the A&R Agreement); and (ii) do not have a material adverse effect on the ability of the Borrower to perform its material obligations under the Second Lien Finance Documents. (b) The Borrower shall notify the Senior Agent and the Offshore Account Bank in writing no later than 45 days prior to the proposed Senior Discharge Date of: (i) the identifity of the proposed Replacement Account Bank; and (ii) the bank account or accounts (including details of the bank with which such account is held and the jurisdiction in which such account is located) to enable, amongst other things, the Offshore Account Bank to: (A) satisfy any “know-your-customer” and other internal requirements of the Senior Agent or the Offshore Account Bank; and (B) disburse any amounts remaining on deposit in the Offshore Project Accounts to the Borrower following the Senior Discharge Date in accordance with the A&R Agreement.