Depositary Agreement Sample Contracts

Bloom Energy Corp – DEPOSITARY AGREEMENT Among DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware Limited Liability Company, as the Company and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary Dated as of March 20, 2013 (June 12th, 2018)

This DEPOSITARY AGREEMENT, dated as of March 20, 2013 (this Agreement), is entered into by and among DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (the Company), DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the Secured Parties (in such capacity, Collateral Agent), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary agent, bank and securities intermediary (in such capacities, Depositary).

Bloom Energy Corp – Amendment No. 1 Depositary Agreement (June 12th, 2018)

This AMENDMENT NO. 1 TO DEPOSITARY AGREEMENT (this Amendment), is entered into effective as of March 21, 2017 by and among Diamond State Generation Partners, LLC, a Delaware limited liability company (the Company), Deutsche Bank Trust Company Americas, as Depositary (Depositary), and Deutsche Bank Trust Company America, as Collateral Agent (Collateral Agent). Capitalized terms used and not otherwise defined herein have the meanings given to them in the Depositary Agreement (as defined below). All Section references, unless otherwise indicated, shall be references to Sections of the Depositary Agreement and the rules of interpretation set forth in the Depositary Agreement apply as if set forth herein.

Bloom Energy Corp – DEPOSITARY AGREEMENT Among 2014 ESA PROJECT COMPANY, LLC a Delaware Limited Liability Company, as the Company and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary Dated as of July 18, 2014 (March 21st, 2018)

This DEPOSITARY AGREEMENT, dated as of July 18, 2014 (this Agreement), is entered into by and among 2014 ESA Project Company, LLC, a Delaware limited liability company (the Company), DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the Secured Parties (in such capacity, Collateral Agent), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary agent, bank and securities intermediary (in such capacities, Depositary).

Bloom Energy Corp – DEPOSITARY AGREEMENT Among 2012 v PPA PROJECT COMPANY, LLC, a Delaware Limited Liability Company, as Borrower and PE12GVVC (BLOOM PPA) LTD., as Administrative Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary and Collateral Agent Dated as of February 21, 2013 (March 21st, 2018)

This DEPOSITARY AGREEMENT, dated as of February 21, 2013 (this Agreement), is entered into by and among 2012 V PPA PROJECT COMPANY, LLC, a Delaware limited liability company (Borrower), PE12GVVC (BLOOM PPA) LTD., as administrative agent for the Secured Parties referred to in the Credit Agreement (as defined below) (in such capacity, Administrative Agent), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary agent, bank and securities intermediary (in such capacities, Depositary) and as collateral agent for the Secured Parties (in such capacity, Collateral Agent).

Bloom Energy Corp – DEPOSITARY AGREEMENT Among 2015 ESA PROJECT COMPANY, LLC, as Borrower CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Depositary Bank Dated as of June 25, 2015 (March 21st, 2018)

This DEPOSITARY AGREEMENT, dated as of June 25, 2015 (this Agreement), is made by and among 2015 ESA PROJECT COMPANY, LLC, a Delaware limited liability company (the Borrower), CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as administrative agent for the Lenders (as defined in the Credit Agreement, as hereinafter defined) (the Administrative Agent), WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent for the benefit of the Secured Parties (as hereinafter defined) (the Collateral Agent), and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as depositary bank (the Depositary Bank).

Bloom Energy Corp – DEPOSITARY AGREEMENT Among DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware Limited Liability Company, as the Company and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary Dated as of March 20, 2013 (March 21st, 2018)

This DEPOSITARY AGREEMENT, dated as of March 20, 2013 (this Agreement), is entered into by and among DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (the Company), DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the Secured Parties (in such capacity, Collateral Agent), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary agent, bank and securities intermediary (in such capacities, Depositary).

Bloom Energy Corp – Amendment No. 1 Depositary Agreement (March 21st, 2018)

This AMENDMENT NO. 1 TO DEPOSITARY AGREEMENT (this Amendment), is entered into effective as of March 21, 2017 by and among Diamond State Generation Partners, LLC, a Delaware limited liability company (the Company), Deutsche Bank Trust Company Americas, as Depositary (Depositary), and Deutsche Bank Trust Company America, as Collateral Agent (Collateral Agent). Capitalized terms used and not otherwise defined herein have the meanings given to them in the Depositary Agreement (as defined below). All Section references, unless otherwise indicated, shall be references to Sections of the Depositary Agreement and the rules of interpretation set forth in the Depositary Agreement apply as if set forth herein.

Vivint Solar, Inc. – SECOND AMENDED AND RESTATED COLLATERAL AGENCY AND DEPOSITARY AGREEMENT Originally Dated as of September 12, 2014 (May 9th, 2017)

This SECOND AMENDED AND RESTATED COLLATERAL AGENCY AND DEPOSITARY AGREEMENT, originally dated as of September 12, 2014 (the "Effective Date") and as amended and restated as of November 25, 2015 and as further amended and restated as of March 9, 2017 (this "Agreement"), is made by and among Vivint Solar Financing I Parent, LLC, a Delaware limited liability company ("Borrower Member"), Vivint Solar Financing I, LLC, a Delaware limited liability company ("Borrower"), and Vivint Solar Fund XV Manager, LLC, a Delaware limited liability company ("Fund XV Manager"), and Vivint Solar Owner I, LLC ("Owner I," and together with Fund XV Manager and each other Person that subsequently becomes a party hereto in accordance with Section 8.14 of this Agreement, the "Subsidiary Parties"), Bank of America, N.A., as the administrative agent under the Loan Agreement (as defined below) for the Lenders (as defined below) (together with its successors and permitted assigns in such capacity, the "Administrati

Bloom Energy Corp – DEPOSITARY AGREEMENT Among 2014 ESA PROJECT COMPANY, LLC a Delaware Limited Liability Company, as the Company and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary Dated as of July 18, 2014 (November 3rd, 2016)

This DEPOSITARY AGREEMENT, dated as of July 18, 2014 (this Agreement), is entered into by and among 2014 ESA Project Company, LLC, a Delaware limited liability company (the Company), DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the Secured Parties (in such capacity, Collateral Agent), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary agent, bank and securities intermediary (in such capacities, Depositary).

Bloom Energy Corp – DEPOSITARY AGREEMENT Among 2015 ESA PROJECT COMPANY, LLC, as Borrower CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Depositary Bank Dated as of June 25, 2015 (November 3rd, 2016)

This DEPOSITARY AGREEMENT, dated as of June 25, 2015 (this Agreement), is made by and among 2015 ESA PROJECT COMPANY, LLC, a Delaware limited liability company (the Borrower), CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as administrative agent for the Lenders (as defined in the Credit Agreement, as hereinafter defined) (the Administrative Agent), WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent for the benefit of the Secured Parties (as hereinafter defined) (the Collateral Agent), and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as depositary bank (the Depositary Bank).

Bloom Energy Corp – DEPOSITARY AGREEMENT Among 2012 v PPA PROJECT COMPANY, LLC, a Delaware Limited Liability Company, as Borrower and PE12GVVC (BLOOM PPA) LTD., as Administrative Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary and Collateral Agent Dated as of February 21, 2013 (November 3rd, 2016)

This DEPOSITARY AGREEMENT, dated as of February 21, 2013 (this Agreement), is entered into by and among 2012 V PPA PROJECT COMPANY, LLC, a Delaware limited liability company (Borrower), PE12GVVC (BLOOM PPA) LTD., as administrative agent for the Secured Parties referred to in the Credit Agreement (as defined below) (in such capacity, Administrative Agent), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary agent, bank and securities intermediary (in such capacities, Depositary) and as collateral agent for the Secured Parties (in such capacity, Collateral Agent).

Bloom Energy Corp – DEPOSITARY AGREEMENT Among DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware Limited Liability Company, as the Company and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary Dated as of March 20, 2013 (November 3rd, 2016)

This DEPOSITARY AGREEMENT, dated as of March 20, 2013 (this Agreement), is entered into by and among DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (the Company), DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the Secured Parties (in such capacity, Collateral Agent), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary agent, bank and securities intermediary (in such capacities, Depositary).

Cheniere Energy Partners, LP – DEPOSITARY AGREEMENT Among CHENIERE ENERGY PARTNERS, L.P., as Borrower, Each Subsidiary Guarantor Party Hereto, MUFG UNION BANK, N.A., as Collateral Agent, and MUFG UNION BANK, N.A., as Depositary Bank Dated as of February 25, 2016 (March 2nd, 2016)

This DEPOSITARY AGREEMENT (this "Agreement") dated as of February 25, 2016, is made by and among CHENIERE ENERGY PARTNERS, L.P., a limited partnership formed under the laws of the State of Delaware ("Borrower"), each Subsidiary Guarantor party hereto from time to time, MUFG UNION BANK, N.A., as Collateral Agent (in such capacity, together with its successors and permitted assigns, the "Collateral Agent") for the First Lien Secured Parties (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and MUFG UNION BANK, N.A., in its capacity as both a "securities intermediary" as defined in Section 8 102 of the UCC and a "bank" as defined in Section 9-102 of the UCC (together with its successors and permitted assigns, in such capacities, the "Depositary Bank").

Vivint Solar, Inc. – COLLATERAL AGENCY AND DEPOSITARY AGREEMENT Dated as of September 12, 2014 Among VIVINT SOLAR FINANCING I, LLC, as Borrower, VIVINT SOLAR LIBERTY MANAGER, LLC, VIVINT SOLAR MARGAUX MANAGER, LLC, VIVINT SOLAR FUND III MANAGER, LLC, VIVINT SOLAR MIA MANAGER, LLC, VIVINT SOLAR AALIYAH MANAGER, LLC, VIVINT SOLAR REBECCA MANAGER, LLC, VIVINT SOLAR HANNAH MANAGER, LLC, VIVINT SOLAR NICOLE MANAGER, LLC, VIVINT SOLAR ELYSE MANAGER, LLC, and VIVINT SOLAR OWNER I, LLC, as Subsidiary Parties BANK OF AMERICA, N.A., as Administrative Agent, BANK OF AMERICA, N.A. As Collateral Agent, BANK OF AMERICA, N.A., A (September 18th, 2014)

This COLLATERAL AGENCY AND DEPOSITARY AGREEMENT (this Agreement) dated as of September 12, 2014 (the Effective Date), is made by and among Vivint Solar Financing I, LLC, a Delaware limited liability company (Borrower), and Vivint Solar Liberty Manager, LLC, a Delaware limited liability company (Liberty Manager), Vivint Solar Margaux Manager, LLC, a Delaware limited liability company (Margaux Manager), Vivint Solar Fund III Manager, LLC, a Delaware limited liability company (Fund III Manager), Vivint Solar Mia Manager, LLC, a Delaware limited liability company (Mia Manager), Vivint Solar Aaliyah Manager, LLC, a Delaware limited liability company (Aaliyah Manager), Vivint Solar Rebecca Manager, LLC, a Delaware limited liability company (Rebecca Manager), Vivint Solar Hannah Manager, LLC, a Delaware limited liability company (Hannah Manager), Vivint Solar Nicole Manager, LLC, a Delaware limited liability company (Nicole Manager), Vivint Solar Elyse Manager, LLC, a Delaware limited liabili

Depositary Agreement (August 23rd, 2013)

THIS AMENDED AND RESTATED DEPOSITARY AGREEMENT is entered into as of August 23, 2013, (the "Agreement"), among Icahn Enterprises, L.P. (formerly American Real Estate Partners, L.P.), a Delaware limited partnership (the "Partnership"), Icahn Enterprises G.P. Inc. (formerly American Property Investors, Inc.), a Delaware corporation (the "General Partner"), and Registrar and Transfer Company, a New Jersey corporation (the "Depositary"), effective as of the date of the Original Agreement (as hereinafter defined).

Ryerson Holding Corp – Exchange Agent and Depositary Agreement (October 26th, 2010)

This Exchange Agent & Depositary Agreement (this Agreement) is entered into as of this 25th day of October 2010, by and between Ryerson Holding Corporation, a Delaware corporation (the Company), and Wells Fargo Bank, N.A., a national banking association having a corporate trust office in Minneapolis, Minnesota (hereinafter referred to from time to time as Wells Fargo).

United Maritime Group Finance Corp. – Exchange Agent and Depositary Agreement (May 13th, 2010)

This Exchange Agent & Depositary Agreement (this Agreement) is entered into as of this ___day of ___2010 by and between United Maritime Group, LLC, a Florida limited liability company (the Company) and United Maritime Group Finance Corp., a Delaware corporation (Finance Corp., and, together with the Company, the Issuers), and Wells Fargo Bank, National Association, a national banking association having a corporate trust office in Minneapolis, Minnesota (hereinafter referred to from time to time as Wells Fargo).

Form of Exchange Agent and Depositary Agreement (December 9th, 2009)

This Exchange Agent and Depositary Agreement (this Agreement) is entered into as of this day of , 2009 by and between Intelsat (Bermuda), Ltd., a company organized under the laws of Bermuda (the Company), and Wells Fargo Bank, N.A., a national banking association having a corporate trust office in Minneapolis, Minnesota (hereinafter referred to from time to time as Wells Fargo).

Form of Exchange Agent and Depositary Agreement (November 24th, 2009)

This Exchange Agent and Depositary Agreement (this Agreement) is entered into as of this day of , 2009 by and between Intelsat (Bermuda), Ltd., a company organized under the laws of Bermuda (the Company), and Wells Fargo Bank, N.A., a national banking association having a corporate trust office in Minneapolis, Minnesota (hereinafter referred to from time to time as Wells Fargo).

Hayes Lemmerz International, Inc. – DEPOSITARY AGREEMENT Dated as of May 12, 2009 Among HLI OPERATING COMPANY, INC., HAYES LEMMERZ FINANCE LLC - LUXEMBOURG S.C.A., DEUTSCHE BANK AG NEW YORK BRANCH, as DIP Administrative Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary (May 29th, 2009)

This DEPOSITARY AGREEMENT (this "Depositary Agreement") dated as of May 12, 2009, among HLI Operating Company, Inc., a Delaware corporation (the "U.S. Borrower"), and Hayes Lemmerz Finance LLC - Luxembourg S.C.A., a societe en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (the "Luxembourg Borrower" and, together with the U.S. Borrower, the "Borrowers"), Deutsche Bank AG New York Branch in its capacity as DIP Administrative Agent for the DIP Lenders (together with its successors and permitted assigns in such capacity, the "DIP Administrative Agent"), and Deutsche Bank Trust Company Americas, in its capacity as bank and as securities intermediary (together with its successors and permitted assigns in such capacity, the "Depositary").

Ryerson Procurement Corp – Exchange Agent and Depositary Agreement (February 24th, 2009)

This Exchange Agent & Depositary Agreement (this Agreement) is entered into as of this 18th day of February 2009 by and between Ryerson Inc., a Delaware corporation (the Company), and Wells Fargo Bank, N.A., a national banking association having a corporate trust office in Minneapolis, Minnesota (hereinafter referred to from time to time as Wells Fargo).

Noble Environmental Power – DEPOSITARY AGREEMENT Among NOBLE ENVIRONMENTAL POWER 2008 HOLD CO., LLC, a Delaware Limited Liability Company (Borrower) CITIBANK, N.A. (Administrative Agent) CITIBANK, N.A. (Collateral Agent) and THE BANK OF NEW YORK (Depositary) Dated as of June 30, 2008 (August 29th, 2008)

This DEPOSITARY AGREEMENT, dated as of June 30, 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, this Agreement), is entered into by and among NOBLE ENVIRONMENTAL POWER 2008 HOLD CO., LLC, a limited liability company organized and existing under the laws of the State of Delaware (Borrower), CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, Administrative Agent), CITIBANK, N.A., as collateral agent for the First Lien Secured Parties under the Intercreditor Agreement referred to below (in such capacity, Collateral Agent), and THE BANK OF NEW YORK, a New York banking corporation, as depositary agent, bank and securities intermediary (in such capacities, Depositary).

Noble Environmental Power – DEPOSITARY AGREEMENT Among NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC, a Delaware Limited Liability Company (Borrower) and DEXIA CREDIT LOCAL, NEW YORK BRANCH (Administrative Agent) and the Bank of New York (Depositary) Dated as of June 22, 2007 (May 23rd, 2008)

This DEPOSITARY AGREEMENT, dated as of June 22, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, this Agreement), is entered into by and among NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC, a limited liability company organized and existing under the laws of the State of Delaware (Borrower), DEXIA CREDIT LOCAL, NEW YORK BRANCH, as administrative agent for the Secured Parties (in such capacity, Administrative Agent), and The Bank of New York, a New York banking corporation, as depositary agent, bank and securities intermediary (in such capacities, Depositary).

High Country Ventures – CHARYS HOLDING COMPANY, INC. 1117 Perimeter Center West, Suite N 415 Atlanta, Georgia 3033 Telephone (678) 443 2300 Facsimile (678) 443 2320 June 25, 2007 DEPOSITARY AGREEMENT (November 5th, 2007)
New Century Financial – Depositary Agreement (December 26th, 2006)

DEPOSITARY AGREEMENT (the Agreement) dated as of December 19, 2006 between ST. ANDREW FUNDING TRUST (the Issuer), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary (the Depositary).

New Century Financial – Amended and Restated Depositary Agreement (February 3rd, 2006)

AMENDED AND RESTATED DEPOSITARY AGREEMENT (the Agreement) dated as of December 15, 2005 between VON KARMAN FUNDING TRUST (the Issuer), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary (the Depositary).

Depositary Agreement (October 10th, 2001)
Ryder Trs Inc – Depositary Agreement (August 21st, 1997)