Common use of Securities Accounts; Deposit Accounts Clause in Contracts

Securities Accounts; Deposit Accounts. Depositary hereby agrees and confirms that Depositary has established the Accounts as set forth and defined in this Agreement. The parties hereto hereby agree that: (a) each Account is and will be maintained as a “securities account” (as defined in Section 8-501(a) of the UCC), and, to the extent that credit balances not constituting financial assets are credited thereto, as a “deposit account” (as defined in Section 9-102(a)(29) of the UCC); (b) Depositary is acting in the capacity of “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) with respect to the Accounts and financial assets deposited therein or credited thereto, and as a “bank” (as defined in Section 9-102(a)(8) of the UCC) with respect to the Accounts and credit balances not constituting financial assets credited thereto; (c) each item of property (whether cash, cash equivalents, instruments, investments, investment property or any other property, including Permitted Investments) credited to the Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC; (d) the Company is the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to the “financial assets” (as defined in Section 8-102(a)(9) of the UCC) credited to the Accounts, and the Company is the “customer” (as defined in Article 9 of the UCC) with respect to any deposit account; (e) the “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the UCC) shall be the State of New York, and the “bank’s jurisdiction” for purposes of Section 9-304 of the UCC shall be the State of New York; (f) all securities and other property constituting financial assets credited to the Accounts shall be registered in the name of Depositary or endorsed to Depositary or in blank, and in no case whatsoever will any financial asset credited to an Account be registered in the name of the Company or any Affiliate thereof, payable to the order of the Company or any Affiliate thereof or specially endorsed to the Company or any Affiliate thereof except to the extent that the foregoing have been specially endorsed by Company or such Affiliate to Depositary or in blank; (g) if there is any conflict between this Agreement and any other agreement relating to the Accounts (if any), the provisions of this Agreement shall control; and (h) Depositary shall not change the name of or account number for any Account without the prior written consent of Collateral Agent.

Securities Accounts; Deposit Accounts. Depositary Agent hereby agrees and confirms that Depositary Agent has established the Accounts as set forth and defined in this Agreement. The parties hereto hereby agree that: (a) each Account is and will be maintained as a “securities account” (as defined in Section 8-501(a) of the UCC), and, to the extent that credit balances not constituting financial assets are credited thereto, as a “deposit account” (as defined in Section 9-102(a)(29) of the UCC); (b) Depositary Agent is acting in the capacity of “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) with respect to the Accounts and financial assets deposited therein or credited thereto, and as a “bank” (as defined in Section 9-102(a)(8) of the UCC) with respect to the Accounts and credit balances not constituting financial assets credited thereto; (c) each item of property (whether cash, cash equivalents, instruments, investments, investment property or any other property, including Permitted Investments) credited to the Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(98102(a)(9) of the UCC; (d) the Company Borrower is the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to the “financial assets” (as defined in Section 8-102(a)(9) of the UCC) credited to the Accounts, and the Company Borrower is the “customer” (as defined in Article 9 of the UCC) with respect to any deposit account; (e) the “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the UCC) shall be the State of New York, and the “bank’s jurisdiction” for purposes of Section 9-304 of the UCC shall be the State of New York; (f) all securities and other property constituting financial assets credited to the Accounts shall be registered in the name of Depositary Agent or endorsed to Depositary or in blank, and in no case whatsoever will any financial asset credited to an Account be registered in the name of the Company or any Affiliate thereof, payable to the order of the Company or any Affiliate thereof or specially endorsed to the Company or any Affiliate thereof except to the extent that the foregoing have been specially endorsed by Company or such Affiliate to Depositary Agent or in blank; (g) if there is any conflict between this Agreement and any other agreement relating to the Accounts (if any)Accounts, the provisions of this Agreement shall control; and; (h) Depositary Agent shall not change the name of or account number for any Account without the prior written consent of Collateral AgentBorrower and Lender; (i) in the event any Account is determined not to qualify as a “securities account” (within the meaning of Section 8-501(a) of the UCC), such Account shall be deemed to be a “deposit account” (as defined in Section 9-102(a)(29) of the UCC), which 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); and (j) Depositary shall comply with (a) all “entitlement orders” (within the meaning of Section 8-102(a)(8) of the UCC) relating to the Accounts or the financial assets in the Accounts originated by Lender without further consent by Borrower and (b) all instructions originated by Lender directing disposition of the funds in the Accounts without further consent by Borrower, so that in all cases Lender will have “control” (within the meaning of Sections 8-106(d) and 9-104(a) of the UCC) of the Accounts and all financial assets and funds in the Accounts.

Securities Accounts; Deposit Accounts. Depositary hereby agrees and confirms that Depositary has established the Accounts as set forth and defined in this Agreement. The parties hereto hereby agree that: (a) each Account is and will be maintained as a “securities account” (as defined in Section 8-501(a) of the UCC), and, to the extent that credit balances not constituting financial assets are credited thereto, as a “deposit account” (as defined in Section 9-102(a)(29) of the UCC); (b) Depositary is acting in the capacity of “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) with respect to the Accounts and financial assets deposited therein or credited thereto, and as a “bank” (as defined in Section 9-102(a)(8) of the UCC) with respect to the Accounts and credit balances not constituting financial assets credited thereto; (c) each item of property (whether cash, cash equivalents, instruments, investments, investment property or any other property, including Permitted Investments) credited to the Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC; (d) the Company Borrower is the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to the “financial assets” (as defined in Section 8-102(a)(9) of the UCC) credited to the Accounts, and the Company Borrower is the “customer” (as defined in Article 9 of the UCC) with respect to any deposit account; (e) the “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the UCC) shall be the State of New York, and the “bank’s jurisdiction” for purposes of Section 9-304 of the UCC shall be the State of New York; (f) all securities and other property constituting financial assets credited to the Accounts shall be registered in the name of Depositary or endorsed to Depositary or in blank, and in no case whatsoever will any financial asset credited to an Account be registered in the name of the Company Borrower or any Affiliate thereof, payable to the order of the Company Borrower or any Affiliate thereof or specially endorsed to the Company Borrower or any Affiliate thereof except to the extent that the foregoing have been specially endorsed by Company Borrower or such Affiliate to Depositary or in blank; (g) if there is any conflict between this Agreement and any other agreement relating to the Accounts (if any)Accounts, the provisions of this Agreement shall control; and (h) Depositary shall not change the name of or account number for any Account without the prior written consent of Collateral Agent.

Securities Accounts; Deposit Accounts. Depositary hereby agrees and confirms that Depositary has established the Accounts as set forth and defined in this Agreement. The parties hereto hereby agree that: (a) each Account is and will be maintained as a “securities account” (as defined in Section 8-501(a) of the UCC), and, to the extent that credit balances not constituting financial assets are credited thereto, as a “deposit account” (as defined in Section 9-102(a)(29) of the UCC); (b) Depositary is acting in the capacity of “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) with respect to the Accounts and financial assets deposited therein or credited thereto, and as a “bank” (as defined in Section 9-102(a)(8) of the UCC) with respect to the Accounts and credit balances not constituting financial assets credited thereto;; [***] Confidential Treatment Requested (c) each item of property (whether cash, cash equivalents, instruments, investments, investment property or any other property, including Permitted Investments) credited to the Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC; (d) the Company is the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to the “financial assets” (as defined in Section 8-102(a)(9) of the UCC) credited to the Accounts, and the Company is the “customer” (as defined in Article 9 of the UCC) with respect to any deposit account; (e) the “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the UCC) shall be the State of New York, and the “bank’s jurisdiction” for purposes of Section 9-304 of the UCC shall be the State of New York; (f) all securities and other property constituting financial assets credited to the Accounts shall be registered in the name of Depositary or endorsed to Depositary or in blank, and in no case whatsoever will any financial asset credited to an Account be registered in the name of the Company or any Affiliate thereof, payable to the order of the Company or any Affiliate thereof or specially endorsed to the Company or any Affiliate thereof except to the extent that the foregoing have been specially endorsed by Company or such Affiliate to Depositary or in blank; (g) if there is any conflict between this Agreement and any other agreement relating to the Accounts (if any), the provisions of this Agreement shall control; and (h) Depositary shall not change the name of or account number for any Account without the prior written consent of Collateral Agent.

Securities Accounts; Deposit Accounts. Depositary hereby agrees and confirms that Depositary has established the Accounts as set forth and defined in this Agreement. The parties hereto hereby agree that: (a) each Account is and will be maintained as a “securities account” (as defined in Section 8-501(a) of the UCC), and, to the extent that credit balances not constituting financial assets are credited thereto, as a “deposit account” (as defined in Section 9-102(a)(29) of the UCC); (b) Depositary is acting in the capacity of “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) with respect to the Accounts and financial assets deposited therein or credited thereto, and as a “bank” (as defined in Section 9-102(a)(8) of the UCC) with respect to the Accounts and credit balances not constituting financial assets credited thereto; (c) each item of property (whether cash, cash equivalents, instruments, investments, investment property or any other property, including Permitted Investments) credited to the Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC; (d) the Company Borrower is the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to the “financial assets” (as defined in Section 8-102(a)(9) of the UCC) credited to the Accounts, and the Company Borrower is the “customer” (as defined in Article 9 of the UCC) with respect to any deposit accountdepositaccount; (e) the “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the UCC) shall be the State of New York, and the “bank’s jurisdiction” for purposes of Section 9-304 of the UCC shall be the State of New York; (f) all securities and other property constituting financial assets credited to the Accounts shall be registered in the name of Depositary or endorsed to Depositary or in blank, and in no case whatsoever will any financial asset credited to an Account be registered in the name of the Company Borrower or any Affiliate thereof, payable to the order of the Company Borrower or any Affiliate thereof or specially endorsed to the Company Borrower or any Affiliate thereof except to the extent that the foregoing have been specially endorsed by Company Borrower or such Affiliate to Depositary or in blank; (g) if there is any conflict between this Agreement and any other agreement relating to the Accounts (if any)Accounts, the provisions of this Agreement shall control; and (h) Depositary shall not change the name of or account number for any Account without the prior written consent of Collateral Agent.