Common use of Designated Accounts Clause in Contracts

Designated Accounts. (a) The Securities Intermediary represents and warrants to each of the Secured Party and the Issuing Entity that the Securities Intermediary does not know of any claim to or interest in the Designated Accounts, except the first priority security interest of the Secured Party in the Designated Accounts for the benefit of the Noteholders and the other claims and interests of the parties referred to in this Agreement. The Securities Intermediary does not have and shall not have in the future, any security interest, lien or right of setoff on or against the Designated Accounts. (b) The Securities Intermediary, the Issuing Entity and the Secured Party agree that the Securities Intermediary is the securities intermediary and the Issuing Entity is the entitlement holder as to each Account subject to the first priority security interest of the Secured Party. (c) The Securities Intermediary, the Issuing Entity and the Secured Party agree that all property credited to the Designated Accounts shall be treated as “financial assets” under Article 8 of the UCC. (d) The Securities Intermediary shall not accept any “entitlement order,” within the meaning of Section 8-102(a)(8) of the UCC, or other instruction regarding the Designated Accounts except from the Secured Party and, subject to Section 3.1(b), the Issuing Entity. (e) The Securities Intermediary, the Issuing Entity and the Secured Party agree that, with respect to the Designated Accounts, the jurisdiction of the Securities Intermediary for purposes of Articles 8 and 9 of the UCC shall be the State of New York. (f) The Securities Intermediary shall at all times be a “participant” (as such term is defined in the Federal Book-Entry Regulations) in the Federal Reserve System.