Common use of Accounts Maintained as UCC "Securities Accounts Clause in Contracts

Accounts Maintained as UCC "Securities Accounts. Depositary Agent hereby agrees and confirms that it has established the Accounts as set forth and defined in this Agreement. Each of Depositary Agent and Borrower agrees that (i) Depositary Agent is acting as "securities intermediary" (within the meaning of Section 8-102(14) of the UCC) with respect to the Accounts and the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC, the "Financial Assets") credited to the Accounts; (ii) each such Account established by Depositary Agent is and will be maintained as a "securities account" (within the meaning of Section 8-501 of the UCC); (iii) Borrower is an "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the Financial Assets credited to such Accounts and with respect to such Accounts and Depositary Agent shall so note in its records pertaining to such Financial Assets and Accounts; and (iv) all Financial Assets in registered form or payable to or to order of and credited to any such Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, Depositary Agent or in blank, or credited to another securities account maintained in the name of Depositary Agent, and in no case will any Financial Asset credited to any such Account be registered in the name of, payable to or to the order of, or endorsed to, Borrower except to the extent the foregoing have been subsequently endorsed by Borrower to Depositary Agent or in blank. Each item of property (including a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Account shall be treated as a Financial Asset. Until this Agreement shall terminate in accordance with the terms hereof, Administrative Agent shall have "control" (within the meaning of Section 8-106(d)(2) of the UCC) of Borrower's "security entitlements" (within the meaning of Section 8-102(a)(17) of the UCC, "Security Entitlements") with respect to the Accounts and the Financial Assets credited to the Accounts. All property delivered to Depositary Agent pursuant to this Agreement will be promptly credited to the Accounts and shall be treated as Financial Assets. If at any time Depositary Agent shall receive from Administrative Agent any "entitlement order" (within the meaning of Section 8-102(8) of the UCC, an "Entitlement Order") relating to the Accounts or Financial Assets credited to the Accounts, Depositary Agent shall comply with such Entitlement Order without further consent by Borrower or any other Person. In the event that Depositary Agent receives conflicting Entitlement Orders relating to the Accounts or Financial Assets credited to the Accounts from Administrative Agent and any other Person (including, without limitation, Borrower), Depositary Agent shall comply with the Entitlement Orders originated by Administrative Agent. Each of Borrower and Depositary Agent agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than Administrative Agent to comply with Entitlement Orders originated by such Person relating to the Accounts or Financial Assets credited to the Accounts. Except for the claims and interests of Administrative Agent and Borrower in the Accounts and the Financial Assets credited to the Accounts, neither Depositary Agent nor Borrower knows of any claim to, or interest in, any Account or Financial Assets credited to the Accounts. If either Depositary Agent or Borrower obtains knowledge that any Person has asserted a lien, encumbrance or adverse claim against any or the Accounts or Financial Assets credited to the Accounts, such party will promptly notify Administrative Agent thereof. In the event that the Depositary Agent has or subsequently obtains by agreement, operation of law or otherwise a Lien or security interest in any Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, Depositary Agent agrees that such Lien or security interest shall be subordinate to the Lien and security interest of the Administrative Agent. The Financial Assets standing to the credit of the Accounts will not be subject to deduction, set-off, banker's lien or any other right, and Depositary Agent shall not grant, permit or consent to any other right or interest in such Financial Assets, in favor of any Person (including the Depositary Agent) other than Administrative Agent.

Accounts Maintained as UCC "Securities Accounts. (a) The Depositary Agent hereby agrees and confirms that it has established the Collateral Accounts as set forth and defined in this Agreement. Each of The Depositary Agent and Borrower agrees that that: (i) Depositary Agent is acting as "securities intermediary" (within the meaning of Section 8-102(14) of the UCC) with respect to the Accounts and the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC, the "Financial Assets") credited to the Accounts; (ii) each such Collateral Account established by Depositary Agent it is and will be maintained as a "“securities account" ” (within the meaning of Section 8-501 of the UCC); (iiiii) Borrower the Company is an "“entitlement holder" ” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the Financial Assets “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to such Accounts and with respect to such Accounts and Depositary Agent shall so note in its records pertaining to such Financial Assets and Collateral Accounts; and (iviii) all Financial Assets financial assets in registered form or payable to or to the order of and credited to any such Collateral Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Depositary Agent or in blank, or credited to another securities account maintained in the name of Depositary Agentthe Depositary, and in no case will any Financial Asset financial asset credited to any such Collateral Account be registered in the name of, payable to or to the order of, or endorsed to, Borrower the Company except to the extent the foregoing have been subsequently endorsed by Borrower the Company to the Depositary Agent or in blank. Each ; and (iv) each and every item of property Property (including a any security, security entitlement, investment property, instrument or obligationinstrument, share, participation, interest interest, cash or other property whatsoever) credited to any Collateral Account shall be treated as a Financial Asset. Until financial asset; and (v) until this Agreement shall terminate in accordance with the terms hereof, Administrative Agent Ormat shall have "“control" ” (within the meaning of Section 8-106(d)(2106(d) of the UCC) of Borrower's "the Collateral Accounts and all “security entitlements" ” (within the meaning of Section 8-102(a)(17) of the UCC, "Security Entitlements") of the Company with respect to the Accounts and the Financial Assets financial assets credited to the Collateral Accounts. All property The Depositary shall promptly credit to the Collateral Accounts all Property delivered to the Depositary Agent pursuant to this Agreement Agreement. The Depositary shall not change the name or account number of any Collateral Account without the prior written consent of Ormat. (b) If and to the extent that any of the Collateral Accounts are deemed not to be securities accounts under the UCC, such Collateral Accounts will be promptly credited deemed to be, and the Depositary agrees that it will maintain such Collateral Accounts and shall be treated as Financial Assets. If at any time Depositary Agent shall receive from Administrative Agent any "entitlement order" as, “deposit accounts” (within the meaning of Section 89-102(8102(a)(29) of the UCC) maintained by the Company with the Depositary acting as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC). The Depositary shall credit such Collateral Accounts with all Property received by it pursuant to this Agreement, an "Entitlement Order") relating including all receipts of interest, dividends and other income received on the Property held in the Collateral Accounts. The Depositary shall administer and manage the Collateral Accounts in strict compliance with all of the terms applicable to the Collateral Accounts or Financial Assets credited pursuant to the Accounts, Depositary Agent shall comply with such Entitlement Order without further consent by Borrower or any other Person. In the event that Depositary Agent receives conflicting Entitlement Orders relating to the Accounts or Financial Assets credited to the Accounts from Administrative Agent and any other Person (including, without limitation, Borrower), Depositary Agent shall comply with the Entitlement Orders originated by Administrative Agent. Each of Borrower and Depositary Agent agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than Administrative Agent to comply with Entitlement Orders originated by such Person relating to the Accounts or Financial Assets credited to the Accounts. Except for the claims and interests of Administrative Agent and Borrower in the Accounts and the Financial Assets credited to the Accounts, neither Depositary Agent nor Borrower knows of any claim to, or interest in, any Account or Financial Assets credited to the Accounts. If either Depositary Agent or Borrower obtains knowledge that any Person has asserted a lien, encumbrance or adverse claim against any or the Accounts or Financial Assets credited to the Accounts, such party will promptly notify Administrative Agent thereof. In the event that the Depositary Agent has or subsequently obtains by agreement, operation of law or otherwise a Lien or security interest in any Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, Depositary Agent agrees that such Lien or security interest shall be subordinate to the Lien and security interest of the Administrative Agent. The Financial Assets standing to the credit of the Accounts will not be subject to deduction, set-off, banker's lien or any other right, and Depositary Agent shall not grant, permit or consent to any other right or interest in such Financial Assets, in favor of any Person (including the Depositary Agent) other than Administrative Agentthis Agreement.

Accounts Maintained as UCC "Securities Accounts. Depositary Agent hereby agrees The Depositary, Borrower and confirms that it has established the Accounts as set forth and defined in this Agreement. Each of Depositary Agent and Borrower each Subsidiary Party agrees that (ia) Depositary Agent each Account is acting and will be maintained as "a “securities intermediary" account” (within the meaning of Section 8-102(14501 of the New York UCC); (b) Borrower or the applicable Subsidiary Party is the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the New York UCC) with in respect to of the Accounts and the "“financial assets" ” (within the meaning of Section 8-102(a)(9) of the New York UCC, the "“Financial Assets"”) credited to the such Accounts, as applicable; (iic) each such Account established by Depositary Agent is and will be maintained as a "securities account" (within the meaning of Section 8-501 of the UCC); (iii) Borrower is an "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the Financial Assets credited to such Accounts and with respect to such Accounts and Depositary Agent shall so note in its records pertaining to such Financial Assets and Accounts; and (iv) all Financial Assets in registered form or payable to or to order of and credited to any such Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, Depositary Agent or in blank, or credited to another securities account maintained in the name of Depositary Agent, and in no case will any Financial Asset credited to any such Account be registered in the name of, payable to or to the order of, or endorsed to, Borrower except to the extent the foregoing have been subsequently endorsed by Borrower to Depositary Agent or in blank. Each item of property (including a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Account shall be treated as a Financial Asset; and (d) to the extent practicable, all Financial Assets in registered form or payable to or to the order of and credited to any Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Depositary or in blank and in no case will any Financial Asset credited to any Account be registered in the name of, payable to or to the order of, or endorsed to, Borrower or a Subsidiary Party, as applicable, except to the extent the foregoing have been subsequently endorsed by Borrower or a Subsidiary Party, as applicable, to the Depositary or in blank. Until this Agreement shall terminate in accordance with the terms hereof, Administrative The Collateral Agent shall have "“control" ” (within the meaning of Section 8-106(d)(2106(d) or Section 9-104(a) (as applicable) of the New York UCC) of Borrower's "the Accounts and the “security entitlements" ” (within the meaning of Section 8-102(a)(17) of the New York UCC, "Security Entitlements") with respect to the Accounts and the Financial Assets credited to the Accounts. All property delivered to the Depositary Agent pursuant to this Agreement will be promptly credited to the Accounts Accounts. Borrower and each Subsidiary Party hereby irrevocably directs, and the Depositary hereby agrees, that the Depositary will comply with all instructions and all “entitlement orders” (as defined in Section 8-102(a)(8) of the New York UCC) originated by the Collateral Agent in accordance with this Agreement regarding each Account and each sub-account (if any) and any Financial Asset therein without the further consent of Borrower, a Subsidiary Party or any other Person. Until the Depositary has been notified in writing by the Collateral Agent that the Discharge Date has occurred, in the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by Borrower, a Subsidiary Party or any other Person, the instruction or order originated by the Collateral Agent in accordance with this Agreement shall prevail. The Depositary shall not change the name or account number of any Account without the prior written consent of the Collateral Agent and shall be treated as not change the entitlement holder in respect of any Financial AssetsAsset credited thereto. If at any time Depositary Agent shall receive from Administrative Agent any "entitlement order" To the extent that the Accounts are not considered “securities accounts” (within the meaning of Section 8-102(8501(a) of the New York UCC), an "Entitlement Order"the Accounts shall be deemed to be “deposit accounts” (within the meaning of Section 9-102(a)(29) relating of the New York UCC), which Borrower and each Subsidiary Party shall maintain with Depositary acting not as a securities intermediary but as a “bank” (within the meaning of Section 9-102(a)(8) of the New York UCC). Depositary shall not have title to the funds on deposit in the Accounts, and shall credit the Accounts with all receipts of interest, dividends and other income received on the property held in the Accounts. Depositary shall administer and manage the Accounts in strict compliance with all the terms applicable to the Accounts or Financial Assets credited pursuant to this Agreement, and shall be subject to and comply with all the obligations that Depositary owes to Collateral Agent with respect to the Accounts, including all subordination *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission obligations, pursuant to the terms of this Agreement. Depositary Agent shall hereby agrees to comply with such Entitlement Order any and all instructions originated by the Collateral Agent directing disposition of funds and all other property in the Accounts without any further consent by Borrower of Borrower, a Subsidiary Party or any other Person. In the event that Depositary Agent receives conflicting Entitlement Orders relating to the Accounts or Financial Assets credited to the Accounts from Administrative Agent and any other Person (including, without limitation, Borrower), Depositary Agent shall comply with the Entitlement Orders originated by Administrative Agent. Each of Borrower and Depositary Agent agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than Administrative Agent to comply with Entitlement Orders originated by such Person relating to the Accounts or Financial Assets credited to the Accounts. Except for the claims and interests of Administrative Agent and Borrower in the Accounts and the Financial Assets credited to the Accounts, neither Depositary Agent nor Borrower knows of any claim to, or interest in, any Account or Financial Assets credited to the Accounts. If either Depositary Agent or Borrower obtains knowledge that any Person has asserted a lien, encumbrance or adverse claim against any or the Accounts or Financial Assets credited to the Accounts, such party will promptly notify Administrative Agent thereof. In the event that the Depositary Agent has or subsequently obtains by agreement, operation of law or otherwise a Lien or security interest in any Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, Depositary Agent agrees that such Lien or security interest shall be subordinate to the Lien and security interest of the Administrative Agent. The Financial Assets standing to the credit of the Accounts will not be subject to deduction, set-off, banker's lien or any other right, and Depositary Agent shall not grant, permit or consent to any other right or interest in such Financial Assets, in favor of any Person (including the Depositary Agent) other than Administrative Agent.

Accounts Maintained as UCC "Securities Accounts. Depositary Agent The Securities Intermediary hereby agrees and confirms that it has established the Accounts as set forth and defined in this Depositary Agreement. Each of Depositary Agent and Borrower The Securities Intermediary agrees that (i) Depositary Agent each such Account established by the Securities Intermediary is acting and will be maintained as a "securities intermediaryaccount" (within the meaning of Section 8-102(14501 of the Uniform Commercial Code as adopted in the State of New York (the "UCC"); (ii) the Issuer is an "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) with in respect to the Accounts and of the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC, the "Financial Assets") credited to the Accounts; (ii) each such Account established by Depositary Agent is and will be maintained as a "securities account" (within the meaning of Section 8-501 of the UCC)accounts; (iii) Borrower is an "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the Financial Assets credited to such Accounts and with respect to such Accounts and Depositary Agent shall so note in its records pertaining to such Financial Assets and Accounts; and (iv) all Financial Assets in registered form or payable to or to order of and credited to any such Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, Depositary Agent the Securities Intermediary or in blank, or credited to another securities account maintained in the name of Depositary Agentthe Securities Intermediary, and in no case will any Financial Asset credited to any such Account be registered in the name of, payable to or to the order of, or endorsed to, Borrower the Issuer except to the extent the foregoing have been subsequently endorsed by Borrower the Issuer to Depositary Agent the Securities Intermediary or in blank. Each item of property (including a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Account shall be treated as a Financial Asset. Until this Depositary Agreement shall terminate in accordance with the terms hereof, Administrative the Collateral Agent shall have "control" (within the meaning of Section 8-106(d)(2) of the UCC) of Borrowerthe Issuer's "security entitlements" (within the meaning of Section 8-102(a)(17) of the UCC, "Security Entitlements") with respect to the Accounts and the Financial Assets credited to the Accounts. All property delivered to Depositary Agent the Securities Intermediary pursuant to this Depositary Agreement will be promptly credited to the Accounts and shall be treated as Financial AssetsAccounts. If at any time Depositary Agent the Securities Intermediary shall receive any order from Administrative the Collateral Agent any "entitlement order" (within the meaning of Section 8-102(8) on behalf of the UCC, an "Entitlement Order") Secured Parties directing transfer or redemption of any Financial Asset relating to any Account, the Accounts or Financial Assets credited to the Accounts, Depositary Agent Securities Intermediary shall comply with such Entitlement Order entitlement order without further consent by Borrower the Issuer or any other Person. In the event that Depositary Agent receives conflicting Entitlement Orders relating to the Accounts or Financial Assets credited to the Accounts from Administrative Agent and any other Person (including, without limitation, Borrower), Depositary Agent shall comply with the Entitlement Orders originated by Administrative Agent. Each of Borrower and Depositary Agent agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than Administrative Agent to comply with Entitlement Orders originated by such Person relating to the Accounts or Financial Assets credited to the Accounts. Except for the claims and interests of Administrative Agent and Borrower in the Accounts and the Financial Assets credited to the Accounts, neither Depositary Agent nor Borrower knows of any claim to, or interest in, any Account or Financial Assets credited to the Accounts. If either Depositary Agent or Borrower obtains knowledge that any Person has asserted a lien, encumbrance or adverse claim against any or the Accounts or Financial Assets credited to the Accounts, such party will promptly notify Administrative Agent thereof. In the event that the Depositary Agent has or subsequently obtains by agreement, operation of law or otherwise a Lien or security interest in any Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, Depositary Agent agrees that such Lien or security interest shall be subordinate to the Lien and security interest of the Administrative Agent. The Financial Assets standing to the credit of the Accounts will not be subject to deduction, set-off, banker's lien or any other right, and Depositary Agent shall not grant, permit or consent to any other right or interest in such Financial Assets, in favor of any Person (including the Depositary Agent) other than Administrative Agent.

Accounts Maintained as UCC "Securities Accounts. The Depositary Agent hereby agrees and confirms that it has established the Accounts as set forth and defined in this Agreement. Each of Depositary Agent and Borrower agrees that (i) Depositary Agent is acting as "securities intermediary" (within the meaning of Section 8-102(14) of the UCC) with respect to the Accounts and the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC, the "Financial Assets") credited to the Accounts; (iia) each such Account established by Depositary Agent is and will be maintained as a "“securities account" ” (within the meaning of Section 8-501 of the UCC); (iiib) Borrower is an "the Company has been designated as the “entitlement holder" ” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC, the “Financial Assets Assets”) credited to such Accounts and with respect to such Accounts and Depositary Agent shall so note in its records pertaining to such Financial Assets and Accountsthat are “securities accounts”; and (ivc) all Financial Assets in registered form or payable to or to the order of and credited to any such Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, Depositary Agent or in blank, or credited to another securities account maintained in the name of Depositary Agent, ; and (d) in no case will any Financial Asset credited to any such Account be registered in the name of, payable to or to the order of, or endorsed to, Borrower the Company except to the extent the foregoing have been subsequently endorsed by Borrower the Company to Depositary Agent or in blank. Each item of property Property (including a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Account shall to the fullest extent permitted by law be treated as a Financial Asset. Until this Agreement shall terminate in accordance with the terms hereofDischarge Date, Administrative Agent the Collateral Trustee for the benefit of the Secured Parties shall have "“control" ” (within the meaning of Section 8-106(d)(2) or Section 9-104(a) (as applicable) of the UCC) of Borrower's "the Accounts and the Company’s “security entitlements" ” (within the meaning of Section 8-102(a)(17) of the UCC, "Security Entitlements") with respect to the Accounts and the Financial Assets credited to the AccountsAccount. All property delivered to the Depositary Agent pursuant to this Agreement will be promptly credited to the Accounts applicable Account. The Company hereby irrevocably directs, and the Depositary Agent (in its capacity as securities intermediary) hereby agrees, that the Depositary Agent will comply with all instructions and orders (including entitlement orders within the meaning of Section 8-102(a)(8) of the UCC) regarding each Account and any Financial Asset therein originated by the Collateral Trustee without the further consent of the Company or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Trustee and any instruction or order originated by the Company or any other Person other than a court of competent jurisdiction, the instruction or order originated by the Collateral Trustee shall be treated as Financial Assetsprevail. If at any time The Depositary Agent shall receive from Administrative Agent not change the name or account number of any "Account without the prior written consent of the Collateral Trustee and at least five Business Days’ prior notice to the Company, and shall not change the entitlement order" holder. To the extent that the Accounts are not considered “securities accounts” (within the meaning of Section 8-102(8501(a) of the UCC), an "Entitlement Order"the Accounts shall be deemed to be and maintained as “deposit accounts” (as defined in Section 9-102(a)(29) relating of the UCC) to the extent a security interest can be granted and perfected under the UCC in the Accounts as deposit accounts, which the Company shall maintain with the Depositary Agent acting not as a securities intermediary but as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC). The Depositary Agent shall not have title to the funds on deposit in the Accounts, and shall credit the Accounts with all receipts of interest, dividends and other income received on the Property held in the Accounts. The Depositary Agent shall administer and manage the Accounts in compliance with all the terms applicable to the Accounts or Financial Assets credited pursuant to this Agreement, and shall be subject to and comply with all the obligations that the Depositary Agent owes to the Collateral Trustee with respect to the Accounts, including all subordination obligations, pursuant to the terms of this Agreement. The Depositary Agent shall hereby agrees to comply with such Entitlement Order any and all instructions (within the meaning of Section 9-104(a)(2) of the UCC) originated by the Collateral Trustee for the benefit of the Secured Parties directing disposition of funds and all other Property in the Accounts without any further consent by Borrower of the Company or any other Person. In the event that Depositary Agent receives conflicting Entitlement Orders relating to the Accounts or Financial Assets credited to the Accounts from Administrative Agent and any other Person (including, without limitation, Borrower), Depositary Agent shall comply with the Entitlement Orders originated by Administrative Agent. Each of Borrower and Depositary Agent agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than Administrative Agent to comply with Entitlement Orders originated by such Person relating to the Accounts or Financial Assets credited to the Accounts. Except for the claims and interests of Administrative Agent and Borrower in the Accounts and the Financial Assets credited to the Accounts, neither Depositary Agent nor Borrower knows of any claim to, or interest in, any Account or Financial Assets credited to the Accounts. If either Depositary Agent or Borrower obtains knowledge that any Person has asserted a lien, encumbrance or adverse claim against any or the Accounts or Financial Assets credited to the Accounts, such party will promptly notify Administrative Agent thereof. In the event that the Depositary Agent has or subsequently obtains by agreement, operation of law or otherwise a Lien or security interest in any Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, Depositary Agent agrees that such Lien or security interest shall be subordinate to the Lien and security interest of the Administrative Agent. The Financial Assets standing to the credit of the Accounts will not be subject to deduction, set-off, banker's lien or any other right, and Depositary Agent shall not grant, permit or consent to any other right or interest in such Financial Assets, in favor of any Person (including the Depositary Agent) other than Administrative Agent.

Accounts Maintained as UCC "Securities Accounts. The Collateral Agent, the Depositary Agent Bank and the Borrower hereby agrees and confirms that it agree that: (i) the Depositary Bank has established established, in the name of the Borrower, the Accounts as set forth and defined in this Agreement. Each of Depositary Agent and Borrower agrees that (i) Depositary Agent is acting as "securities intermediary" (within the meaning of Section 8-102(14) of the UCC) with respect to the Accounts and the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC, the "Financial Assets") credited to the Accounts2.02(a); (ii) subject to the third paragraph of this subsection, each such Account established by Depositary Agent is and will be maintained as a "“securities account" ” (within the meaning of Section 8-501 of the UCC); (iii) the Borrower is an "the sole “entitlement holder" ” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC, the “Financial Assets Assets”) credited to such Accounts and with respect to such Accounts and Depositary Agent shall so note in its records pertaining to such Financial Assets and Accounts; and (iv) all Financial Assets in registered form or payable to to, or to the order of of, and credited to to, any such Account shall be registered in the name of, payable to to, or to the order of, or specially endorsed to, Depositary the Collateral Agent or in blank, or credited to another securities account maintained in the name of the Depositary Agent, Bank; and (v) in no case will any Financial Asset credited to any such Account be registered in the name of, payable to to, or to the order of, or endorsed to, the Borrower except to the extent the foregoing have been subsequently endorsed by the Borrower to Depositary the Collateral Agent or in blank. Each item of property Property (including cash, a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Account shall to the fullest extent permitted by law be treated as a Financial Asset. Until this Agreement shall terminate in accordance with the terms hereofTermination Date, Administrative the Collateral Agent shall have "“control" ” (within the meaning of Section 8-106(d)(2106(d) or Section 9-104(a) (as applicable) of the UCC) of, and shall be entitled to provide “entitlement orders” (within the meaning of Section 8-102(a)(8) of the UCC) with respect to, the Accounts and of the Borrower's "’s “security entitlements" ” (within the meaning of Section 8-102(a)(17) of the UCC, "Security Entitlements") with respect to the Accounts and the Financial Assets credited to the Accounts. All property Property delivered to the Depositary Agent Bank pursuant to this Agreement will be promptly credited to the Accounts applicable Account in accordance with the terms hereof. The Borrower hereby irrevocably directs, and the Depositary Bank (in its capacity as securities intermediary) hereby agrees, that the Depositary Bank will comply with all instructions and orders (including entitlement orders within the meaning of Section 8-102(a)(8) of the UCC) regarding each Account and any Financial Asset therein originated by the Collateral Agent without the further consent of the Borrower or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by the Borrower or any other Person (other than a court of competent jurisdiction), the instruction or order originated by the Collateral Agent shall prevail. The Depositary Bank shall be permitted to request instructions or directions from the Agents and the Borrower in case of any conflict or ambiguity in the instructions or order provided to it. The Depositary Bank shall not change the name or account number of any Account without at least ten Business Days’ prior notice to the Administrative Agent, the Collateral Agent and the Borrower, and shall not change the entitlement holder with respect to any Financial Asset credited thereto. To the extent that any of the Accounts are determined not to be treated as Financial Assets. If at any time Depositary Agent shall receive from Administrative Agent any "entitlement order" “securities accounts” (within the meaning of Section 8-102(8501(a) of the UCC), an "Entitlement Order"such Accounts shall be deemed to be “deposit accounts” (as defined in Section 9-102(a)(29) relating of the UCC), which the Borrower shall maintain with the Depositary Bank acting as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC) pursuant to Section 2.01(a)(i). The Depositary Bank shall credit the Accounts with all receipts of interest, dividends and other income received on the Property held in the Accounts. The Depositary Bank shall administer and manage the Accounts in compliance with all the terms applicable to the Accounts or Financial Assets credited pursuant to this Agreement, and shall be subject to and comply with all the obligations of the Depositary Bank with respect to the Accounts, Accounts pursuant to the terms of this Agreement. The Depositary Agent shall Bank hereby agrees to comply with such Entitlement Order any and all instructions originated by the Collateral Agent directing disposition of funds and all other Property in the Accounts without any further consent by of the Borrower or any other Person. In the event that Depositary Agent receives conflicting Entitlement Orders relating to the Accounts or Financial Assets credited to the Accounts from Administrative Agent and any other Person (including, without limitation, Borrower), Depositary Agent shall comply with the Entitlement Orders originated by Administrative Agent. Each of Borrower and Depositary Agent agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than Administrative Agent to comply with Entitlement Orders originated by such Person relating to the Accounts or Financial Assets credited to the Accounts. Except for the claims and interests of Administrative Agent and Borrower in the Accounts and the Financial Assets credited to the Accounts, neither Depositary Agent nor Borrower knows of any claim to, or interest in, any Account or Financial Assets credited to the Accounts. If either Depositary Agent or Borrower obtains knowledge that any Person has asserted a lien, encumbrance or adverse claim against any or the Accounts or Financial Assets credited to the Accounts, such party will promptly notify Administrative Agent thereof. In the event that the Depositary Agent has or subsequently obtains by agreement, operation of law or otherwise a Lien or security interest in any Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, Depositary Agent agrees that such Lien or security interest shall be subordinate to the Lien and security interest of the Administrative Agent. The Financial Assets standing to the credit of the Accounts will not be subject to deduction, set-off, banker's lien or any other right, and Depositary Agent shall not grant, permit or consent to any other right or interest in such Financial Assets, in favor of any Person (including the Depositary Agent) other than Administrative Agent.

Accounts Maintained as UCC "Securities Accounts. Depositary The Collateral Agent and the Securities Intermediary hereby agrees and confirms agree that it (i) the Securities Intermediary has established established, in the name of the Borrower, the Collateral Accounts as set forth and defined in this Agreement. Each of Depositary Agent and Borrower agrees that (i) Depositary Agent is acting as "securities intermediary" (within the meaning of Section 8-102(14) of the UCC) with respect to the Accounts and the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC2.02(a), the "Financial Assets") credited to the Accounts; (ii) each such Collateral Account established by Depositary Agent is and will be maintained as a "“securities account" ” (within the meaning of Section 8-501 of the UCC); (iii) the Borrower is an "the “entitlement holder" ” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC, the “Financial Assets Assets”) credited to such Collateral Accounts and with respect to such Accounts and Depositary Agent shall so note in its records pertaining to such Financial Assets and Accountsthat are “securities accounts”; and (iv) all Financial Assets in registered form or payable to or to the order of and credited to any such Collateral Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, Depositary Agent the Securities Intermediary or in blank, or credited to another securities account maintained in the name of Depositary Agent, Securities Intermediary; and (v) in no case will any Financial Asset credited to any such Collateral Account be registered in the name of, payable to or to the order of, or endorsed to, the Borrower except to the extent the foregoing have been subsequently endorsed by the Borrower to Depositary Agent Securities Intermediary or in blank. Each item of property Property (including a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Collateral Account shall to the fullest extent permitted by law be treated as a Financial Asset. Until this Agreement shall terminate in accordance with the terms hereofTermination Date, Administrative the Collateral Agent shall have "“control" ” (within the meaning of Section 8-106(d)(2) or Section 9-104(a) (as applicable) of the UCC) of the Collateral Accounts and the Borrower's "’s “security entitlements" ” (within the meaning of Section 8-102(a)(17) of the UCC, "Security Entitlements") with respect to the Accounts and the Financial Assets credited to the AccountsAccount. All property delivered to Depositary Agent the Securities Intermediary pursuant to this Agreement will be promptly credited to the Accounts applicable Collateral Account. The Borrower hereby irrevocably directs, and the Securities Intermediary (in its capacity as securities intermediary) hereby agrees, that the Securities Intermediary will comply with all instructions and orders (including entitlement orders within the meaning of Section 8-102(a)(8) of the UCC) regarding each Collateral Account and any Financial Asset therein originated by the Collateral Agent without the further consent of the Borrower or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by the Borrower or any other Person other than a court of competent jurisdiction, the instruction or order originated by the Collateral Agent shall prevail. The Securities Intermediary shall not change the name or account number of any Collateral Account without the prior written consent of the Collateral Agent and at least five Business Days’ prior notice to the Borrower, and shall be treated as Financial Assetsnot change the entitlement holder. If at any time Depositary Agent shall receive from Administrative Agent any "entitlement order" To the extent that the Collateral Accounts are not considered “securities accounts” (within the meaning of Section 8-102(8501(a) of the UCC), an "Entitlement Order"the Collateral Accounts shall be deemed to be “deposit accounts” (as defined in Section 9-102(a)(29) relating of the UCC) to the extent a security interest can be granted and perfected under the UCC in the Collateral Accounts or Financial Assets credited as deposit accounts, which the Borrower shall maintain with the Securities Intermediary acting not as a securities intermediary but as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC). The Securities Intermediary shall not have title to the funds on deposit in the Collateral Accounts, Depositary Agent and shall credit the Collateral Accounts with all receipts of interest, dividends and other income received on the Property held in the Collateral Accounts. The Securities Intermediary shall administer and manage the Collateral Accounts in strict compliance with all the terms applicable to the Collateral Accounts pursuant to this Agreement, and shall be subject to and comply with such Entitlement Order without further consent by Borrower or any other Person. In all the event obligations that Depositary Agent receives conflicting Entitlement Orders relating the Securities Intermediary owes to the Accounts or Financial Assets credited Collateral Agent with respect to the Accounts from Administrative Agent and any other Person (includingCollateral Accounts, without limitationincluding all subordination obligations, Borrower), Depositary Agent shall comply with pursuant to the Entitlement Orders originated by Administrative Agentterms of this Agreement. Each of Borrower and Depositary Agent The Securities Intermediary hereby agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than Administrative Agent to comply with Entitlement Orders any and all instructions originated by such Person relating to the Accounts or Financial Assets credited to the Accounts. Except for the claims Collateral Agent directing disposition of funds and interests of Administrative Agent and Borrower all other Property in the Collateral Accounts and the Financial Assets credited to the Accounts, neither Depositary Agent nor Borrower knows of without any claim to, or interest in, any Account or Financial Assets credited to the Accounts. If either Depositary Agent or Borrower obtains knowledge that any Person has asserted a lien, encumbrance or adverse claim against any or the Accounts or Financial Assets credited to the Accounts, such party will promptly notify Administrative Agent thereof. In the event that the Depositary Agent has or subsequently obtains by agreement, operation of law or otherwise a Lien or security interest in any Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, Depositary Agent agrees that such Lien or security interest shall be subordinate to the Lien and security interest further consent of the Administrative Agent. The Financial Assets standing to the credit of the Accounts will not be subject to deduction, set-off, banker's lien or any other right, and Depositary Agent shall not grant, permit or consent to any other right or interest in such Financial Assets, in favor of any Person (including the Depositary Agent) other than Administrative AgentBorrower.

Accounts Maintained as UCC "Securities Accounts. Depositary Agent The Depositary, as Securities Intermediary, hereby agrees and confirms that it has established the Collateral Accounts as set forth and defined in this Depositary Agreement. Each of Depositary Agent and Borrower Securities Intermediary agrees that (i) Depositary Agent is acting as "securities intermediary" (within the meaning of Section 8-102(14) of the UCC) with respect to the Accounts and the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC, the "Financial Assets") credited to the Accounts; (ii) each such Collateral Account established by Depositary Agent Securities Intermediary is and will be maintained as a "securities account" (within the meaning of Section 8-501 of the New York UCC); (iiiii) Borrower is the Issuer and the Guarantors are each an "entitlement holder" (within the meaning of Section 8-102(a)(7) of the New York UCC) in respect of the "financial assets" (within the meaning of Section 8-102(a)(9) of the New York UCC, the "Financial Assets Assets") credited to such Accounts and with respect to such Accounts and Depositary Agent shall so note in its records pertaining to such Financial Assets and Collateral Accounts; and (iviii) all Financial Assets in registered form or payable to or to the order of and credited to any such Collateral Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, Depositary Agent Securities Intermediary or in blank, or credited to another securities account maintained in the name of Depositary AgentSecurities Intermediary, and in no case will any Financial Asset credited to any such Collateral Account be registered in the name of, payable to or to the order of, or endorsed to, Borrower the Issuer or any Guarantor except to the extent the foregoing have been subsequently endorsed by Borrower the Issuer or such Guarantor to Depositary Agent Securities Intermediary or in blank. Each item of property (including a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Collateral Account shall be treated as a Financial Asset. Until this Agreement shall terminate in accordance with the terms hereof, Administrative Collateral Agent shall have "control" (within the meaning of Section 8-106(d)(2) of the New York UCC) of Borrowerthe Collateral Accounts and the Issuer's and the Guarantors' "security entitlements" (within the meaning of Section 8-102(a)(17) of the New York UCC, "Security Entitlements") with respect to the Accounts and the Financial Assets credited to the Collateral Accounts. All property delivered to Depositary Agent the Securities Intermediary pursuant to this Depositary Agreement will be promptly credited to the Accounts Collateral Accounts. The Issuer and shall be treated the Guarantors hereby irrevocably direct, and the Depositary (in its capacity as Financial Assets. If at any time Securities Intermediary) hereby agrees, that the Depositary Agent shall receive from Administrative Agent any "will comply with all instructions and orders (including entitlement order" (orders within the meaning of Section 8-102(8102(a)(8) of the New York UCC, an "Entitlement Order") relating to regarding each Collateral Account and each sub-account and any Financial Asset therein originated by the Accounts or Financial Assets credited to Collateral Agent without the Accounts, Depositary Agent shall comply with such Entitlement Order without further consent by Borrower of the Issuer, any Guarantor or any other Person. In the event that Depositary Agent receives conflicting Entitlement Orders relating to case of a conflict between any instruction or order originated by the Accounts or Financial Assets credited to the Accounts from Administrative Collateral Agent and any other Person (including, without limitation, Borrower), Depositary Agent shall comply with the Entitlement Orders instruction or order originated by Administrative Agent. Each of Borrower and Depositary Agent agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any other Person other than Administrative Agent to comply with Entitlement Orders a court of competent jurisdiction, the instruction or order originated by such Person relating to the Accounts Collateral Agent shall prevail. The Depositary shall not change the name or Financial Assets credited to the Accounts. Except for the claims and interests of Administrative Agent and Borrower in the Accounts and the Financial Assets credited to the Accounts, neither Depositary Agent nor Borrower knows account number of any claim to, or interest in, any Collateral Account or Financial Assets credited to without the Accounts. If either Depositary Agent or Borrower obtains knowledge that any Person has asserted a lien, encumbrance or adverse claim against any or the Accounts or Financial Assets credited to the Accounts, such party will promptly notify Administrative Agent thereof. In the event that the Depositary Agent has or subsequently obtains by agreement, operation of law or otherwise a Lien or security interest in any Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, Depositary Agent agrees that such Lien or security interest shall be subordinate to the Lien and security interest prior written consent of the Administrative Agent. The Financial Assets standing to the credit of the Accounts will not be subject to deduction, set-off, banker's lien or any other right, and Depositary Agent shall not grant, permit or consent to any other right or interest in such Financial Assets, in favor of any Person (including the Depositary Agent) other than Administrative Collateral Agent.

Accounts Maintained as UCC "Securities Accounts. The Collateral Agent, the Depositary Agent Bank and the Borrower hereby agrees and confirms agree that it (i) the Depositary Bank has established established, in the name of the Borrower, the Accounts as set forth and defined in this Agreement. Each of Depositary Agent and Borrower agrees that (i) Depositary Agent is acting as "securities intermediary" (within the meaning of Section 8-102(14) of the UCC) with respect to the Accounts and the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC, the "Financial Assets") credited to the Accounts2.02(a); (ii) each such Account established by Depositary Agent is and will be maintained as a "“securities account" ” (within the meaning of Section 8-501 of the UCC); (iii) the Borrower is an "the sole “entitlement holder" ” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC, the “Financial Assets Assets”) credited to such Accounts and with respect to such Accounts and Depositary Agent shall so note in its records pertaining to such Financial Assets and Accounts; and (iv) all Financial Assets in registered form or payable to to, or to the order of of, and credited to to, any such Account shall be registered in the name of, payable to to, or to the order of, or specially endorsed to, the Depositary Agent Bank or in blank, or credited to another securities account maintained in the name of the Depositary Agent, Bank; and (v) in no case will any Financial Asset credited to any such Account be registered in the name of, payable to to, or to the order of, or endorsed to, the Borrower except to the extent the foregoing have been subsequently endorsed by the Borrower to the Depositary Agent Bank or in blank. Each item of property Property (including cash, a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Account shall to the fullest extent permitted by law be treated as a Financial Asset. Until this Agreement shall terminate in accordance with the terms hereofTermination Date, Administrative the Collateral Agent shall have "“control" ” (within the meaning of Section 8-106(d)(2) or Section 9-104(a) (as applicable) of the UCC) of, and shall be entitled to provide “entitlement orders” (within the meaning of Section 8-102(a)(8) of the UCC) with respect to, the Accounts and of the Borrower's "’s “security entitlements" ” (within the meaning of Section 8-102(a)(17) of the UCC, "Security Entitlements") with respect to the Accounts and the Financial Assets credited to the Accounts. All property delivered to the Depositary Agent Bank pursuant to this Agreement will be promptly credited to the Accounts applicable Account in accordance with the terms hereof. The Borrower hereby irrevocably directs, and the Depositary Bank (in its capacity as securities intermediary) hereby agrees, that the Depositary Bank will comply with all instructions and orders (including entitlement orders within the meaning of Section 8-102(a)(8) of the UCC) regarding each Account and any Financial Asset therein originated by the Collateral Agent without the further consent of the Borrower or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by the Borrower or any other Person (other than a court of competent jurisdiction), the instruction or order originated by the Collateral Agent shall prevail. The Depositary Bank shall not change the name or account number of any Account without the prior written consent of the Collateral Agent (such consent not to be unreasonably withheld or delayed) and at least five Business Days’ prior notice to the Borrower, and shall not change the entitlement holder with respect to any Financial Asset credited thereto. To the extent that any of the Accounts are determined not to be treated as Financial Assets. If at any time Depositary Agent shall receive from Administrative Agent any "entitlement order" “securities accounts” (within the meaning of Section 8-102(8501(a) of the UCC), an "Entitlement Order"such Accounts shall be deemed to be “deposit accounts” (as defined in Section 9-102(a)(29) relating of the UCC), which the Borrower shall maintain with the Depositary Bank acting as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC) pursuant to Section 2.01(a)(i). The Depositary Bank shall credit the Accounts with all receipts of interest, dividends and other income received on the Property held in the Accounts. The Depositary Bank shall administer and manage the Accounts in strict compliance with all the terms applicable to the Accounts or Financial Assets credited pursuant to the Accountsthis Agreement, Depositary Agent and shall be subject to and comply with such Entitlement Order without further consent by Borrower or any other Person. In all the event that obligations of the Depositary Agent receives conflicting Entitlement Orders relating Bank with respect to the Accounts or Financial Assets credited pursuant to the Accounts from Administrative Agent and any other Person (including, without limitation, Borrower), Depositary Agent shall comply with the Entitlement Orders originated by Administrative Agent. Each terms of Borrower and Depositary Agent agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than Administrative Agent to comply with Entitlement Orders originated by such Person relating to the Accounts or Financial Assets credited to the Accounts. Except for the claims and interests of Administrative Agent and Borrower in the Accounts and the Financial Assets credited to the Accounts, neither Depositary Agent nor Borrower knows of any claim to, or interest in, any Account or Financial Assets credited to the Accounts. If either Depositary Agent or Borrower obtains knowledge that any Person has asserted a lien, encumbrance or adverse claim against any or the Accounts or Financial Assets credited to the Accounts, such party will promptly notify Administrative Agent thereof. In the event that the Depositary Agent has or subsequently obtains by agreement, operation of law or otherwise a Lien or security interest in any Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, Depositary Agent agrees that such Lien or security interest shall be subordinate to the Lien and security interest of the Administrative Agent. The Financial Assets standing to the credit of the Accounts will not be subject to deduction, set-off, banker's lien or any other right, and Depositary Agent shall not grant, permit or consent to any other right or interest in such Financial Assets, in favor of any Person (including the Depositary Agent) other than Administrative Agent.this

Accounts Maintained as UCC "Securities Accounts. (a) The Depositary Agent hereby hxxxxx agrees and confirms that it has established the Accounts as set forth and defined in this Agreement. Each of The Depositary Agent and Borrower agrees that (i) Depositary Agent is acting as "securities intermediary" (within the meaning of Section 8-102(14) of the UCC) with respect to the Accounts and the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC, the "Financial Assets") credited to the Accounts; (ii) each such Account established by the Depositary Agent is and will be maintained as a "“securities account" ” (within the meaning of Section 8-501 of the UCC); (iiiii) the Borrower is an "the “entitlement holder" ” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC, the “Financial Assets Assets”) credited to such Accounts and with respect to such Accounts and Depositary Agent that are “securities accounts”; provided, however, that in no event shall so note in its records pertaining to such cash be deemed a Financial Assets and AccountsAsset; and (iviii) all Financial Assets in registered form or payable to or to the order of and credited to any such Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Depositary Agent or in blank, or credited to another securities account maintained in the name of the Depositary Agent, ; and (iv) in no case will any Financial Asset credited to any such Account be registered in the name of, payable to or to the order of, or endorsed to, the Borrower except to the extent the foregoing have been subsequently endorsed by the Borrower to the Depositary Agent or in blank. Each item of property (excluding cash, but including a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Account shall to the fullest extent permitted by law be treated as a Financial Asset. Until this Agreement shall terminate in accordance with the terms hereofTermination Date, Administrative the Collateral Agent (for the benefit of the Secured Parties) shall have "“control" ” (within the meaning of Section 8-106(d)(2106(d) or Section 9-104(a) (as applicable) of the UCC) of Borrower's "the Accounts and the “security entitlements" ” (within the meaning of Section 8-102(a)(17) of the UCC, "Security Entitlements") with respect to the Accounts and the Financial Assets credited to the Accounts. All property delivered to the Depositary Agent pursuant to this Agreement will be promptly credited to the Accounts applicable Account. The Borrower hereby irrevocably directs, and the Depositary Agent (in its capacity as securities intermediary) hereby agrees, that the Depositary Agent will comply with all instructions and orders (including entitlement orders within the meaning of Section 8 102(a)(8) of the UCC) regarding each Account and any Financial Asset therein originated by the Collateral Agent without the further consent of the Borrower or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by the Borrower or any other Person other than a court of competent jurisdiction, the instruction or order originated by the Collateral Agent shall be treated as Financial Assetsprevail. If at any time The Depositary Agent shall receive from not change the name or account number of any Account without the prior written consent of the Collateral Agent (acting at the direction of the Administrative Agent) and at least 10 Business Days’ prior notice to the Borrower , and shall not change the entitlement holder in respect of any Financial Asset credited thereto; provided that the Depositary Agent may, upon not less than 30 days’ prior written notice thereof to each of the Collateral Agent, the Administrative Agent and the Borrower , change the name or account number of any "entitlement order" Account to conform to regulatory compliance requirements, or as a result of a change in its account maintenance systems. (b) To the extent that the Accounts are not considered “securities accounts” (within the meaning of Section 8-102(8501(a) of the UCC), an "Entitlement Order"the Accounts shall be deemed to be “deposit accounts” (as defined in Section 9-102(a)(29) relating of the UCC) to the extent a security interest can be granted and perfected under the UCC in the Accounts as deposit accounts, which the Borrower shall maintain with the Depositary Agent acting not as a securities intermediary but as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC). In this regard, any cash that is held in any Account shall not be considered a “financial asset” under Article 8 of the UCC. The Depositary Agent shall not have title to the funds on deposit in the Accounts, and shall credit the Accounts with all receipts of interest, dividends and other income received on the property held in the Accounts. The Depositary Agent shall administer and manage the Accounts in compliance with all the terms applicable to the Accounts or Financial Assets credited pursuant to this Agreement, and shall comply with all the obligations of the Depositary Agent expressly set forth in this Agreement with respect to the Accounts, including all subordination obligations, in each case, in accordance with and subject to the terms of this Agreement. The Depositary Agent shall comply with such Entitlement Order without further consent by Borrower or any other Person. In the event that Depositary Agent receives conflicting Entitlement Orders relating to the Accounts or Financial Assets credited to the Accounts from Administrative Agent and any other Person (including, without limitation, Borrower), Depositary Agent shall comply with the Entitlement Orders originated by Administrative Agent. Each of Borrower and Depositary Agent hxxxxx agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than Administrative Agent to comply with Entitlement Orders any and all instructions originated by such Person relating to the Accounts or Financial Assets credited to the Accounts. Except for the claims Collateral Agent directing disposition of funds and interests of Administrative Agent and Borrower all other property in the Accounts and without any further consent of the Financial Assets credited to Loan Parties. (c) The Collateral Agent hereby covenants that, for the Accountsbenefit of the Borrower, neither Depositary Agent nor Borrower knows except as expressly set forth in this Agreement, it will not originate any instruction or order (including entitlement orders within the meaning of any claim to, or interest in, any Account or Financial Assets credited to Section 8-102(a)(8) of the Accounts. If either Depositary Agent or Borrower obtains knowledge that any Person has asserted a lien, encumbrance or adverse claim against any or the Accounts or Financial Assets credited to the Accounts, such party will promptly notify Administrative Agent thereof. In the event that the Depositary Agent has or subsequently obtains by agreement, operation of law or otherwise a Lien or security interest in UCC) regarding any Account, any Security Entitlement carried Financial Asset therein or any other amounts on deposit or credited thereto or any Financial Asset that unless and until a Trigger Event has occurred and is the subject of any such Security Entitlement, Depositary Agent agrees that such Lien or security interest shall be subordinate to the Lien and security interest of the Administrative Agent. The Financial Assets standing to the credit of the Accounts will not be subject to deduction, set-off, banker's lien or any other right, and Depositary Agent shall not grant, permit or consent to any other right or interest in such Financial Assets, in favor of any Person (including the Depositary Agent) other than Administrative Agentcontinuing.