Common use of Control of Securities Accounts Clause in Contracts

Control of Securities Accounts. The Disbursement Agent hereby agrees and confirms that it has established the Securities Accounts as set forth and defined in this Agreement. The Disbursement Agent and the Issuer agree that (a) the Disbursement Agent is acting as a "securities intermediary" (within the meaning of SECTION 8-102(14) of the UCC) with respect to the Securities Accounts and the "financial assets" (within the meaning of SECTION 8-102(a)(9) of the UCC, the "FINANCIAL ASSETS") credited to the Securities Accounts; (b) each such Securities Account established by the Disbursement Agent is and will be maintained as a "securities account" (within the meaning of SECTION 8-501 of the UCC); (c) the Issuer 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 Securities Accounts and with respect to such Securities Accounts and the Disbursement Agent shall so note in its records pertaining to such Financial Assets and Securities Accounts; and (d) all Financial Assets in registered form or payable to or to the order of and credited to any such Securities Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Disbursement Agent, or in blank, or credited to another securities account maintained in the name of the Disbursement Agent, as applicable, and in no case will any Financial Asset credited to any such Securities Account be registered in the name of, payable to or to the order of, or endorsed to, the Issuer except to the extent the foregoing have been subsequently endorsed by the Issuer to the Disbursement 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 Securities Account shall be treated as a Financial Asset. Until this Agreement terminates in accordance with the terms hereof, the Trustee shall have "control" (within the meaning of SECTION 8-106(d)(2) of the UCC) of the Issuer's "security entitlements" (within the meaning of SECTION 8-102(a)(17) of the UCC, "SECURITY ENTITLEMENTS") with respect to the Securities Accounts and the Financial Assets credited to the Securities Accounts. All property delivered to the Disbursement Agent by or on behalf of the Issuer pursuant to this Agreement will be promptly credited to the Securities Accounts and shall be treated as Financial Assets. If at any time the Disbursement Agent shall receive from the Trustee any "entitlement order" (within the meaning of SECTION 8-102(8) of the UCC, an "ENTITLEMENT ORDER") relating to the Securities Accounts or Financial Assets credited to the Securities Accounts, the Disbursement Agent shall comply with such Entitlement Order without further consent by the Issuer or any other Person. In the event that the Disbursement Agent receives conflicting Entitlement Orders relating to the Securities Accounts or Financial Assets credited to the Securities Accounts from the Trustee and any other Person (including, without limitation, the Issuer), the Disbursement Agent shall comply with the Entitlement Orders originated by the Trustee. Each of the Issuer and the Disbursement 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 the Trustee (and, to the extent provided herein, the Issuer) to comply with Entitlement Orders originated by such Person relating to the Securities Accounts or Financial Assets credited to the Securities Accounts. Except for the claims and interests of the Trustee and the Issuer in the Securities Accounts and the Financial Assets credited to the Securities Accounts, neither the Disbursement Agent nor the Issuer has Knowledge of any claim to, or interest in, any Securities Account or Financial Assets credited to the Securities Accounts. If the Disbursement Agent or the Issuer obtains Knowledge that any Person has asserted a lien, encumbrance or adverse claim against any of the Securities Accounts or Financial Assets credited to the Securities Accounts, such party will promptly notify the Trustee thereof. In the event that the Disbursement Agent has or subsequently obtains by agreement, operation of law or otherwise a lien or security interest in any Securities Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, the Disbursement Agent agrees that such lien or security interest shall be subordinate to the lien and security interest of the Trustee. The Financial Assets standing to the credit of the Securities Accounts will not be subject to deduction, set-off, banker's lien or any other right, and the Disbursement Agent shall not grant, permit or consent to any other right or interest in such Financial Assets, in favor of any Person (including the Disbursement Agent) other than the Trustee. Regardless of any provision in any other agreement, for purposes of the UCC, the State of New York shall be deemed to be the Disbursement Agent's jurisdiction (within the meaning of SECTION 8-110 of the UCC). The Securities Accounts shall be governed by the laws of the State of New York except as specified in SECTION 13.12.

Control of Securities Accounts. The Disbursement Agent hereby agrees and confirms that it has established the Securities Accounts as set forth and defined in this Agreement. The Disbursement Agent and the Issuer Authority agree that (a) the Disbursement Agent is acting as a "securities intermediary" (within the meaning of SECTION Section 8-102(14) of the UCC) with respect to the Securities Accounts and the "financial assets" (within the meaning of SECTION Section 8-102(a)(9) of the UCC, the "FINANCIAL ASSETSFinancial Assets") credited to the Securities Accounts; (b) each such Securities Account established by the Disbursement Agent is and will be maintained as a "securities account" (within the meaning of SECTION Section 8-501 of the UCC); (c) the Issuer Authority is an "entitlement holder" (within the meaning of SECTION Section 8-102(a)(7) of the UCC) in respect of the Financial Assets credited to such Securities Accounts and with respect to such Securities Accounts and the Disbursement Agent shall so note in its records pertaining to such Financial Assets and Securities Accounts; and (d) all Financial Assets in registered form or payable to or to the order of and credited to any such Securities Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Disbursement Agent, or in blank, or credited to another securities account maintained in the name of the Disbursement Agent, as applicable, and in no case will any Financial Asset credited to any such Securities Account be registered in the name of, payable to or to the order of, or endorsed to, the Issuer Authority except to the extent the foregoing have been subsequently endorsed by the Issuer Authority to the Disbursement 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 Securities Account shall be treated as a Financial Asset. Until this Agreement terminates in accordance with the terms hereof, the Trustee shall have "control" (within the meaning of SECTION Section 8-106(d)(2) of the UCC) of the IssuerAuthority's "security entitlements" (within the meaning of SECTION Section 8-102(a)(17) of the UCC, "SECURITY ENTITLEMENTSSecurity Entitlements") with respect to the Securities Accounts and the Financial Assets credited to the Securities Accounts. All property delivered to the Disbursement Agent by or on behalf of the Issuer Authority pursuant to this Agreement will be promptly credited to the Securities Accounts and shall be treated as Financial Assets. If at any time the Disbursement Agent shall receive from the Trustee any "entitlement order" (within the meaning of SECTION Section 8-102(8) of the UCC, an "ENTITLEMENT ORDEREntitlement Order") relating to the Securities Accounts or Financial Assets credited to the Securities Accounts, the Disbursement Agent shall comply with such Entitlement Order without further consent by the Issuer Authority or any other Person. In the event that the Disbursement Agent receives conflicting Entitlement Orders relating to the Securities Accounts or Financial Assets credited to the Securities Accounts from the Trustee and any other Person (including, without limitation, the IssuerAuthority), the Disbursement Agent shall comply with the Entitlement Orders originated by the Trustee. Each of the Issuer Authority and the Disbursement 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 the Trustee (and, to the extent provided herein, the IssuerAuthority) to comply with Entitlement Orders originated by such Person relating to the Securities Accounts or Financial Assets credited to the Securities Accounts. Except for the claims and interests of the Trustee and the Issuer Authority in the Securities Accounts and the Financial Assets credited to the Securities Accounts, neither the Disbursement Agent nor the Issuer has Knowledge Authority knows of any claim to, or interest in, any Securities Account or Financial Assets credited to the Securities Accounts. If the Disbursement Agent or the Issuer Authority obtains Knowledge actual knowledge that any Person has asserted a lien, encumbrance or adverse claim against any of the Securities Accounts or Financial Assets credited to the Securities Accounts, such party will promptly notify the Trustee thereof. In the event that the Disbursement Agent has or subsequently obtains by agreement, operation of law or otherwise a lien or security interest in any Securities Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, the Disbursement Agent agrees that such lien or security interest shall be subordinate to the lien and security interest of the Trustee. The Financial Assets standing to the credit of the Securities Accounts will not be subject to deduction, set-off, banker's lien or any other right, and the Disbursement Agent shall not grant, permit or consent to any other right or interest in such Financial Assets, in favor of any Person (including the Disbursement Agent) other than the Trustee. Regardless of any provision in any other agreement, for purposes of the UCC, the State of New York shall be deemed to be the Disbursement Agent's jurisdiction (within the meaning of SECTION Section 8-110 of the UCC). The Securities Accounts shall be governed by the laws of the State of New York except as specified in SECTION 13.12Section 14.7.

Control of Securities Accounts. The Disbursement Agent hereby agrees and confirms that it has established the Securities Collateral Accounts as set forth and defined in this Agreement. The Disbursement Agent and the Issuer agree that (a) the Disbursement Agent is acting as a "securities intermediary" (within the meaning of SECTION Section 8-102(14102(a)(14) of the UCC) with respect to any Collateral Accounts that are "securities accounts" (within the Securities Accounts meaning of Section 8-501 of the UCC, each a "SECURITIES ACCOUNT") and the "financial assets" (within the meaning of SECTION Section 8-102(a)(9) of the UCC, the "FINANCIAL ASSETS") credited to the such Securities Accounts; (b) each such Securities Account established by the Disbursement Agent is and will be maintained as a "securities account" (within the meaning of SECTION 8-501 of the UCC)"; (c) the Issuer is an "entitlement holder" (within the meaning of SECTION Section 8-102(a)(7) of the UCC) in respect of the Financial Assets credited to such Securities Accounts and with respect to such Securities Accounts and the Disbursement Agent shall so note in its records pertaining to such Financial Assets and Securities Accounts; and (d) all Financial Assets in registered form or payable to or to the order of and credited to any such Securities Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Disbursement Agent, or in blank, or credited to another securities account maintained in the name of the Disbursement Agent, as applicable, and in no case will any Financial Asset credited to any such Securities Account be registered in the name of, payable to or to the order of, or endorsed to, the Issuer or any other Person except to the extent the foregoing have been subsequently endorsed by the Issuer or such Person to the Disbursement 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 Securities Account shall be treated as a Financial Asset. Until this Agreement terminates in accordance with the terms hereof, the Trustee shall have "control" (within the meaning of SECTION Section 8-106(d)(2) of the UCC) of the Issuer's "security entitlements" (within the meaning of SECTION Section 8-102(a)(17) of the UCC, "SECURITY ENTITLEMENTS") with respect to the Securities Accounts and the Financial Assets credited to the Securities Accounts. All property delivered to the Disbursement Agent by or on behalf of the Issuer pursuant to this Agreement will be promptly credited to the Securities Accounts and shall be treated as Financial Assets. If at any time the Disbursement Agent shall receive from the Trustee any "entitlement order" (within the meaning of SECTION Section 8-102(8102(a)(8) of the UCC, an "ENTITLEMENT ORDER") relating to the Securities Accounts or Financial Assets credited to the Securities Accounts, the Disbursement Agent shall comply with such Entitlement Order without further consent by the Issuer or any other Person. In the event that the Disbursement Agent receives conflicting Entitlement Orders relating to the Securities Accounts or Financial Assets credited to the Securities Accounts from the Trustee and any other Person (including, without limitation, the Issuer), the Disbursement Agent shall comply with the Entitlement Orders originated by the Trustee. Each of the Issuer and the Disbursement 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 the Trustee (and, to the extent provided herein, the Issuer) to comply with Entitlement Orders originated by such Person relating to the Securities Accounts or Financial Assets credited to the Securities Accounts. Except for the claims and interests of the Trustee and the Issuer in the Securities Accounts and the Financial Assets credited to the Securities Accounts, neither the Disbursement Agent nor the Issuer has Knowledge knows of any claim to, or interest in, any Securities Account or Financial Assets credited to the Securities Accounts. If the Disbursement Agent or the Issuer obtains Knowledge actual knowledge that any Person has asserted a lien, encumbrance or adverse claim against any of the Securities Accounts or Financial Assets credited to the Securities Accounts, such party will promptly notify the Trustee thereof. In the event that the Disbursement Agent has or subsequently obtains by agreement, operation of law or otherwise a lien or security interest in any Securities Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, the Disbursement Agent agrees that such lien or security interest shall be subordinate to the lien and security interest of the Trustee. The Financial Assets standing to the credit of the Securities Accounts will not be subject to deduction, set-off, banker's lien or any other right, and the Disbursement Agent shall not grant, permit or consent to any other right or interest in such Financial Assets, in favor of any Person (including the Disbursement Agent) other than the Trustee. Regardless of any provision in any other agreement, for purposes of the UCC, the State of New York shall be deemed to be the Disbursement Agent's jurisdiction (within the meaning of SECTION Section 8-110 of the UCC). The Securities Accounts shall be governed by the laws of the State of New York except as specified in SECTION 13.12York.

Control of Securities Accounts. The Disbursement Agent hereby agrees and confirms that it has established the Securities Accounts as set forth and defined in this Agreement. The Disbursement Agent Issuer and the Issuer Trustee agree that (a) the Disbursement Agent Trustee is acting as a "securities intermediary" (within the meaning of SECTION Section 8-102(14) of the UCC) UCC with respect to the Investment Securities Accounts and the other "financial assets" (within the meaning of SECTION Section 8-102(a)(9) of the UCC, UCC (the "FINANCIAL ASSETSFinancial Assets") credited from time to time on deposit in any Account or otherwise in the Securities Accountspossession of the Trustee under this Indenture; (b) each such Securities Account established by the Disbursement Agent maintained pursuant to this Indenture is and will be maintained as a "securities account" (within the meaning of SECTION Section 8-501 of the UCC); (c) the Issuer is an "entitlement holder" (within the meaning of SECTION Section 8-102(a)(7) of the UCC) UCC in respect of the Financial Assets credited to such Securities Accounts and with respect any Account created pursuant to such Securities Accounts and the Disbursement Agent shall so note in its records pertaining to such Financial Assets and Securities Accountsthis Indenture; and (d) all Financial Assets in registered form or payable to or to the order of and credited to any such Securities Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Disbursement Agent, Trustee or in blank, or credited to another securities account maintained in blank and held by the name of the Disbursement Agent, as applicable, Trustee; and (e) in no case will any Financial Asset financial asset credited to any such Securities Account securities account be registered in the name of, payable to or to the order of, or specially endorsed to, to the Issuer except to the extent the foregoing have been subsequently specially endorsed by the Issuer to the Disbursement Agent Trustee or indorsed 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 Securities Account shall be treated as a Financial Asset. Until this Agreement terminates in accordance with the terms hereof, the Trustee shall have "control" (within the meaning of SECTION 8-106(d)(2) of the UCC) of the Issuer's "security entitlements" (within the meaning of SECTION 8-102(a)(17) of the UCC, "SECURITY ENTITLEMENTS") with respect to the Securities Accounts and the Financial Assets credited to the Securities Accounts. All property delivered to the Disbursement Agent by or on behalf of the Issuer pursuant to this Agreement will be promptly credited to the Securities Accounts and shall be treated as Financial Assets. If at any time the Disbursement Agent Trustee, in its capacity as securities intermediary, shall receive from the Trustee an entitlement order (i.e. an order directing transfer or redemption of any "entitlement order" financial asset relating to any Account) or any instruction (within the meaning of SECTION 8Section 9-102(8) 104 of the UCC, i.e., an "ENTITLEMENT ORDER"instruction directing the disposition of funds in any Account) relating originated by the Trustee for the benefit of the Registered Owners from time to time of the Securities Accounts or Financial Assets credited to the Securities AccountsBonds, the Disbursement Agent Trustee shall comply with such Entitlement Order entitlement order or instruction without further consent by the Issuer or any other Person. In the event that the Disbursement Agent receives conflicting Entitlement Orders relating to the Securities Accounts or Financial Assets credited to the Securities Accounts from the Trustee and any other Person (including, without limitation, the Issuer), the Disbursement Agent shall comply with the Entitlement Orders originated by the Trustee. Each of the Issuer and the Disbursement 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 the Trustee (and, to the extent provided herein, the Issuer) to comply with Entitlement Orders originated by such Person relating to the Securities Accounts or Financial Assets credited to the Securities Accounts. Except for the claims and interests of the Trustee and the Issuer in the Securities Accounts and the Financial Assets credited to the Securities Accounts, neither the Disbursement Agent nor the Issuer has Knowledge of any claim to, or interest in, any Securities Account or Financial Assets credited to the Securities Accounts. If the Disbursement Agent or the Issuer obtains Knowledge that any Person has asserted a lien, encumbrance or adverse claim against any of the Securities Accounts or Financial Assets credited to the Securities Accounts, such party will promptly notify the Trustee thereof. In the event that the Disbursement Agent has or subsequently obtains by agreement, operation of law or otherwise a lien or security interest in any Securities Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, the Disbursement Agent agrees that such lien or security interest shall be subordinate to the lien and security interest of the Trusteeperson. The Financial Assets standing to the credit of the Securities Accounts will in any Account shall not be subject to deduction, set-off, banker's lien or any other right, including such rights which may be held by the Trustee in its capacity as securities intermediary, and the Disbursement Agent Trustee shall not grant, permit or consent to any other lien, right or interest in such the Financial Assets. Except for compensation to be paid to the Trustee pursuant to Section 11.04 of this Indenture, in favor of any Person (including the Disbursement Agent) other than the Trustee. Regardless of any provision in any other agreement, for purposes Trustee subordinates and waives all claims of the UCC, the State of New York shall be deemed to be the Disbursement Agent's jurisdiction Trustee (acting in its capacity as securities intermediary within the meaning of SECTION Section 8-110 102 of the UCC). The Securities Accounts shall be governed by ) in any Account created under this Indenture to the laws prior lien and security interest granted for the benefit of the State Registered Owners of New York except as specified in SECTION 13.12the Bonds.