Securities Entitlements Sample Clauses
Securities Entitlements. With respect to any Security Collateral in which any Grantor has any right, title or interest valued at $1,000,000 or more and that constitutes a security entitlement in which the Trustee is not the entitlement holder (to the extent the Collateral Agent is not required to be the entitlement holder pursuant to the Lender Security Agreement), such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Trustee as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Trustee that, upon notice from the Trustee of the occurrence and continuance of an Event of Default, such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Trustee without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a "Securities Account Control Agreement").
Securities Entitlements. Issuer of Description of Securities Intermediary Securities Account Financial Asset Financial Asset (Name and Address) (Number and Location) --------------- --------------- ----------------------- --------------------- U.S. Government Account No. U.S. Government Account No. U.S. Government Account No. U.S. Government Account No. U.S. Government Account No. U.S. Government Account No. EXHIBIT A U.S. BANK NATIONAL ASSOCIATION OFFICER'S CERTIFICATE Pursuant to Section 3(e) of the Collateral Pledge and Security Agreement (the "Pledge Agreement") dated as of October 15, 2003, among Finisar Corporation, a Delaware corporation (the "Pledgor"), U.S. Bank Trust National Association, a national banking association, as trustee (the "Trustee") for the holders of the $150 million aggregate principal amount of 2 1/2% Convertible Subordinated Notes due 2010 of the Pledgor (the "Notes"), which amount includes $20 million aggregate principal amount of Notes as to which the Initial Purchasers have exercised their option set forth in Section 2(b) of the Purchase Agreement, and U.S. Bank National Association, a national banking association, as collateral agent and securities intermediary (the "Collateral Agent"), the undersigned officer of the Collateral Agent, on behalf of the Collateral Agent, makes the following certifications to the Pledgor and the Initial Purchasers. Capitalized terms used and not defined in this Officer's Certificate have the meanings set forth or referred to in the Pledge Agreement.
Securities Entitlements. Issuer of Financial Asset
1. Substantially contemporaneously with the execution and delivery of this Officer's Certificate, the Collateral Agent has acquired its security entitlement to the Initial Pledged Securities or through a "securities account" (as defined in Section 8501(a) of the California UCC) maintained by the Collateral Agent, for value and without notice of any adverse claim thereto. Without limiting the generality of the foregoing, the Collateral Account, the Pledged Securities and the other Collateral are not, and the Collateral Agent's security entitlement to the Collateral is not, to the actual knowledge of the corporate trust officer having responsibility for the administration of the Pledge Agreement on behalf of the Collateral Agent, subject to any lien granted by or to or arising through or in favor of any securities intermediary (including, without limitation, ▇▇▇▇▇ Fargo Bank, N.A. or the Federal Reserve Bank) through which the Collateral Agent derives its security entitlement to the Collateral.
2. The Collateral Agent has not knowingly caused or permitted the Collateral Account or its security entitlement thereto to become subject to any lien created by or arising through the Collateral Agent.
Securities Entitlements. If any Grantor has or hereafter acquires Collateral consisting of security entitlements or creates Collateral consisting of one or more securities accounts, it shall deliver to the Agent any and all such documents, agreements and other materials as may be required from time to time, in the opinion of the Agent, to provide the Agent with control over all such Collateral in the manner provided under sections 25 and 26 of the STA and section 1(2)(e) of the PPSA.