THE PROJECT ACCOUNTS OR ANY
ACCOUNT COLLATERAL (INCLUDING, WITHOUT LIMITATION,
17
FUNDS AND FINANCIAL ASSETS) DEPOSITED IN OR CREDITED TO THE PROJECT ACCOUNTS BY
ANY PERSON. IF ANY PERSON (OTHER THAN THE COLLATERAL AGENT, ON BEHALF OF THE
SENIOR SECURED PARTIES, OR THE SECOND LIEN AGENT, ON BEHALF OF THE SECOND LIEN
CLAIMHOLDERS) ASSERTS ANY LIEN, ENCUMBRANCE OR ADVERSE CLAIM (INCLUDING ANY
WRIT, GARNISHMENT, JUDGMENT, WARRANT OF ATTACHMENT, EXECUTION OR SIMILAR
PROCESS) AGAINST ANY PROJECT ACCOUNT OR IN ANY FINANCIAL ASSET OR OTHER PROPERTY
DEPOSITED THEREIN OR CREDITED THERETO, THE ACCOUNTS BANK WILL PROMPTLY NOTIFY
THE COLLATERAL AGENT, THE BORROWER AND, IF SUCH PROJECT ACCOUNT IS A SECOND LIEN
PROJECT ACCOUNT, THE SECOND LIEN AGENT, IN WRITING THEREOF; AND
(O)
THE ACCOUNTS BANK HAS NOT ENTERED INTO AND WILL NOT ENTER INTO ANY
AGREEMENT WITH RESPECT TO THE PROJECT ACCOUNTS OR ANY FINANCIAL ASSETS OR OTHER
PROPERTY DEPOSITED IN OR CREDITED TO ANY PROJECT ACCOUNT OTHER THAN THIS
ACCOUNTS AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME. THE ACCOUNTS BANK HAS
NOT ENTERED INTO AND WILL NOT ENTER INTO ANY AGREEMENT WITH THE BORROWER 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 THIS ACCOUNTS AGREEMENT.
SECTION 2.06
PROJECT ACCOUNTS AS DEPOSIT ACCOUNT. (A) THE PARTIES
HERETO AGREE THAT, TO THE EXTENT THAT THE PROJECT ACCOUNTS ARE NOT CONSIDERED
"SECURITIES ACCOUNTS" (WITHIN THE MEANING OF SECTION 8-501(A) OF THE UCC), THE
PROJECT ACCOUNTS SHALL BE DEEMED TO BE DEPOSIT ACCOUNTS (AS DEFINED IN SECTION
9-102(A)(29) OF THE UCC) TO THE EXTENT A SECURITY INTEREST CAN BE GRANTED AND
PERFECTED UNDER THE UCC IN THE PROJECT ACCOUNTS AS DEPOSIT ACCOUNTS, WHICH THE
BORROWER SHALL MAINTAIN WITH THE ACCOUNTS BANK ACTING NOT AS SECURITIES
INTERMEDIARY BUT AS A "BANK" (WITHIN THE MEANING OF SECTION 9-102(A)(8) OF THE
UCC).
(B)
THE COLLATERAL AGENT, ON BEHALF OF THE SENIOR SECURED PARTIES, SHALL
BE DEEMED THE SOLE CUSTOMER OF THE ACCOUNTS BANK FOR PURPOSES OF THE PROJECT
ACCOUNTS AND, AS SUCH, SHALL BE ENTITLED TO ALL OF THE RIGHTS THAT CUSTOMERS OF
BANKS HAVE UNDER APPLICABLE LAW WITH RESPECT TO DEPOSIT ACCOUNTS, INCLUDING THE
RIGHT TO WITHDRAW FUNDS FROM, OR CLOSE, THE PROJECT ACCOUNTS, AND THE BORROWER
HEREBY CONSENTS TO THE COLLATERAL AGENT BEING DEEMED THE CUSTOMER HEREUNDER.
SECTION 2.07
GRANT OF FIRST-PRIORITY SECURITY INTEREST. (A)
AS
SECURITY FOR THE PROMPT AND COMPLETE PAYMENT WHEN DUE (WHETHER AT STATED
MATURITY, BY ACCELERATION OR OTHERWISE) OF ANY AND ALL OF THE OBLIGATIONS AND
THE DUE PERFORMANCE AND COMPLIANCE BY THE BORROWER WITH ALL OF THE TERMS,
CONDITIONS, AND AGREEMENTS TO BE PERFORMED AND COMPLIED WITH BY IT UNDER AND
PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT AND THE OTHER FINANCING DOCUMENTS,
THE BORROWER HEREBY ACKNOWLEDGES AND CONFIRMS THE PLEDGE, COLLATERAL ASSIGNMENT,
HYPOTHECATION, AND GRANTING OF A FIRST-PRIORITY SECURITY INTEREST TO
18
THE COLLATERAL AGENT, FOR THE BENEFIT OF THE