Accounts Agreement. 15. [***] Consent
Accounts Agreement. (d) 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. (iii) 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:
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);
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) any other income received by or on behalf of OpCo II that is required to be deposited in or credited to the Lessee Revenue Account in accordance with this Agreement and the Lease; and
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
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;
