Intent of Buyer and Seller. Buyer and Seller agree that it is intended that Custodian act as a “securities intermediary” as such term is defined in the UCC with respect to Transactions hereunder. In addition, the parties intend that all Securities in Buyer’s Account and Seller’s Account (excluding cash) shall be treated as “financial assets” as such term is defined in the UCC.
Intent of Buyer and Seller. Buyer and Seller agree that it is intended that Subcustodian act as a “securities intermediary” as such term is defined in the UCC with respect to Transactions hereunder. In addition, the parties intend that all Securities in Buyer’s Account and Seller’s Account (excluding cash) shall be treated as “financial assets”, as such term is defined in the UCC. Buyer and Seller further agree that each Transaction hereunder is intended to be a repurchase agreement as defined in Section 101(47) of the U.S. Bankruptcy Code (“Code”) and that Buyer’s or Seller’s right to liquidate securities delivered to it in connection with any Transaction hereunder or to exercise other remedies as provided hereunder or by the Master Repurchase Agreement is a contractual right as described in Sections 362(b)(7) and 559 of the Code. Notwithstanding that Buyer and Seller intend that each Transaction shall constitute a sale of securities, if for any reason any Transaction effected pursuant to this Subcustodial Undertaking shall not be deemed to be a sale of Securities, such Securities and any proceeds thereof held in a particular Buyer’s Account shall, for all purposes herein, be deemed to pledged to Buyer as security for the performance of Seller’s obligations hereunder.
