Common use of The Accounts Clause in Contracts

The Accounts. (a) The Issuer agrees to establish and maintain the Accounts at the Custodian according to Section 8.2 of the Indenture and the applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account is and shall at all times be maintained by the Custodian as a Securities Account in the Custodian’s trust department, (ii) the Custodian is acting and will act as a Securities Intermediary with respect to such Trust Account, and (iii) all of the Property accredited to such Trust Account shall be treated as Financial Assets. (b) The Issuer acknowledges its responsibility as a principal for all of its obligations to the Custodian arising under or in connection with this Agreement, warrants its authority to deposit in the Accounts any Property received therefor by the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Issuer and any other Person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System the Custodian may deliver securities of the same class, issuer and amount in place of those deposited in the applicable Account. (c) The Custodian shall hold and keep safe as custodian for the Accounts, on behalf of the Issuer, all Property in each Account. The crediting of Property to the Accounts shall result in Security Entitlements to such Property in favor of the Issuer, subject to the security interest of the Indenture Trustee as a secured party. (d) All transactions involving the Property shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions to the contrary, the Custodian will: (i) collect all interest and dividends and all other income and payments, whether paid in cash or in kind, on the Property, as the same become payable and credit the same to the applicable Account; (ii) present for payment all Securities held in an Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the extent that the Custodian is actually aware based on notices received of such opportunities and hold the cash received in such Account pursuant to this Agreement; (iii) (x) exchange Securities where the exchange is purely ministerial (including, without limitation, the exchange of temporary securities for those in definitive form and the exchange of warrants, or other documents of entitlement to securities, for the Securities themselves) and (y) when notification of a tender or exchange offer (other than ministerial exchanges described in (x) above) is received for such Account, use reasonable efforts to receive Instructions, provided, that if such Instructions are not received in time for the Custodian to take timely action, no action shall be taken with respect thereto; (iv) execute on behalf of the Issuer for each Account, whenever the Custodian deems it appropriate, such ownership and other certificates as may be required to obtain the payment of income from the Property in the applicable Account; and (v) appoint brokers and agents for any of the ministerial transactions involving the Securities described in the foregoing clauses (i) through (iv), including, without limitation, affiliates of the Custodian. (e) The Custodian hereby acknowledges the security interest granted to the Indenture Trustee by the Issuer. The Custodian shall maintain all Property free of any lien, charge or claim of any kind in favor of the Custodian or any person claiming through the Custodian, and it will not assert any lien, encumbrance, claim or right of set-off against the Property, the Accounts or any Financial Assets carried in the Accounts or any credit balance in the Accounts, except as otherwise expressly permitted by this Agreement or the Indenture. The Custodian will not enter into any agreement other than this Agreement with any Person requiring the Custodian’s compliance with “entitlement orders” (as such term is defined in Article 8 of the UCC) concerning the Accounts originated by such Person without the prior written consent of the Issuer and the Indenture Trustee except as otherwise provided herein. The Custodian represents that no such agreement relating to the Property with any Person is now in effect.

The Accounts. (a) The Issuer agrees Borrower has previously established such reserve accounts and has deposited and continues to establish and maintain deposit such amounts into such accounts as required pursuant to the Accounts at the Custodian according to Section 8.2 terms of the Indenture Senior Deposit Account Agreement and the applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account is and shall at all times be maintained by the Custodian as a Securities Account in the Custodian’s trust department, (ii) the Custodian is acting and will act as a Securities Intermediary with respect to such Trust Account, and (iii) all of the Property accredited to such Trust Account shall be treated as Financial Assetsother Senior Loan Documents. (b) On or before the Effective Date, Borrower shall have established and shall continue to maintain an account (the "DEPOSIT ACCOUNT") in Lender's name as secured party at a financial institution designated by Borrower and reasonably satisfactory to Lender. Commencing on the Effective Date, the Deposit Account shall be governed by the Deposit Account Agreement. The Issuer acknowledges its responsibility Deposit Account Agreement has been executed and delivered and is in full force and effect as a principal for of the date hereof, but the provisions thereof shall not become operative until the date (the "EFFECTIVE DATE") upon which the Senior Loan has been paid in full, and all of its obligations to the Custodian arising under or in connection with this Agreement, warrants its authority to deposit in collateral for the Accounts any Property received therefor Senior Loan has been released by the Custodian Senior Lender. Upon repayment of the Senior Loan, Borrower hereby irrevocably and unconditionally directs (i) Senior Lender to give Instructions relative thereto. The Issuer further agrees that remit or cause to be remitted to Lender, for deposit into the Custodian Deposit Account, all funds from reserves under the Senior Loan Documents at the time of termination of such reserves and (ii) Senior Lender to cause all Collateral which is physical in nature and held by or for the benefit of Lender (e.g., stocks, notes, etc.) in respect of the Senior Loan to be transferred and delivered to or as directed by Lender, all of which Collateral shall not thereafter be subject toheld solely by or for the benefit of Lender (and any entity which has extended a credit facility to Lender, nor shall its rights and obligations under if any), as security for the payment of the Loan in accordance with the provisions of this Agreement or with respect to and the Accounts be affected by, any agreement between the Issuer and any other Person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System the Custodian may deliver securities of the same class, issuer and amount in place of those deposited in the applicable AccountDeposit Account Agreement. (c) The Custodian From and after the Effective Date, funds from the Deposit Account shall hold be disbursed from time to time in accordance with and keep safe in such order and priority as custodian for provided by the Accounts, on behalf terms and provisions of the IssuerDeposit Account Agreement and this Agreement. Until disbursed, all Property Borrower shall have the right to direct the investment of funds in each Account. The crediting of Property to the Accounts shall result Deposit Account in Security Entitlements to such Property in favor of the IssuerPermitted Investments, subject to the security interest of the Indenture Trustee as a secured partyLender's reasonable approval. (d) All transactions involving the Property shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions to the contrary, the Custodian will: (i) collect all interest and dividends and all other income and payments, whether paid in cash or in kind, on the Property, as the same become payable and credit the same to the applicable Account; (ii) present for payment all Securities held in an Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the extent that the Custodian is actually aware based on notices received of such opportunities and hold the cash received in such Account pursuant to this Agreement; (iii) (x) exchange Securities where the exchange is purely ministerial (including, without limitation, the exchange of temporary securities for those in definitive form and the exchange of warrants, or other documents of entitlement to securities, for the Securities themselves) and (y) when notification of a tender or exchange offer (other than ministerial exchanges described in (x) above) is received for such Account, use reasonable efforts to receive Instructions, provided, that if such Instructions are not received in time for the Custodian to take timely action, no action shall be taken with respect thereto; (iv) execute on behalf of the Issuer for each Account, whenever the Custodian deems it appropriate, such ownership and other certificates as may be required to obtain the payment of income from the Property in the applicable Account; and (v) appoint brokers and agents for any of the ministerial transactions involving the Securities described in the foregoing clauses (i) through (iv), including, without limitation, affiliates of the Custodian. (e) The Custodian hereby acknowledges the security interest granted to the Indenture Trustee by the Issuer. The Custodian shall maintain all Property free of any lien, charge or claim of any kind in favor of the Custodian or any person claiming through the Custodian, and it will not assert any lien, encumbrance, claim or right of set-off against the Property, the Accounts or any Financial Assets carried in the Accounts or any credit balance in the Accounts, except as otherwise expressly permitted by this Agreement or the Indenture. The Custodian will not enter into any agreement other than this Agreement with any Person requiring the Custodian’s compliance with “entitlement orders” (as such term is defined in Article 8 of the UCC) concerning the Accounts originated by such Person without the prior written consent of the Issuer and the Indenture Trustee except as otherwise provided herein. The Custodian represents that no such agreement relating to the Property with any Person is now in effect.

The Accounts. (a) The Issuer agrees Borrower has previously established such reserve accounts and has deposited and continues to establish and maintain deposit such amounts into such accounts as required pursuant to the Accounts at the Custodian according to Section 8.2 terms of the Indenture Senior Deposit Account Agreement and the applicable Indenture Supplementother Senior Loan Documents. On or before the Effective Date, Borrower shall have established and shall continue to maintain an account (the "Deposit Account") in Lender's name as secured party at a financial institution designated by Borrower and reasonably satisfactory to Lender. Commencing on the Effective Date, the Deposit Account shall be governed by the Deposit Account Agreement. The Custodian further agrees that Deposit Account Agreement has been executed and delivered and is in full force and effect as of the date hereof, but the provisions thereof shall not become operative until the date (the "Effective Date") upon which the Senior Loan has been paid in full, and all of the collateral for the Senior Loan has been released by the Senior Lender. Upon repayment of the Senior Loan, Borrower hereby irrevocably and unconditionally directs (i) each Trust Account is Senior Lender to remit or cause to be remitted to Lender, for deposit into the Deposit Account, all funds from reserves under the Senior Loan Documents at the time of termination of such reserves and shall at all times be maintained by the Custodian as a Securities Account in the Custodian’s trust department, (ii) Senior Lender to cause all Collateral which is physical in nature and held by or for the Custodian is acting benefit of Lender (e.g., stocks, notes, etc.) in respect of the Senior Loan to be transferred and will act delivered to or as a Securities Intermediary with respect to such Trust Accountdirected by Lender, and (iii) all of which Collateral shall thereafter be held solely by or for the Property accredited benefit of Lender (and any entity which has extended a credit facility to such Trust Lender, if any), as security for the payment of the Loan in accordance with the provisions of this Agreement and the Deposit Account Agreement. From and after the Effective Date, funds from the Deposit Account shall be treated disbursed from time to time in accordance with and in such order and priority as Financial Assets. (b) The Issuer acknowledges its responsibility as a principal for all provided by the terms and provisions of its obligations to the Custodian arising under or in connection with Deposit Account Agreement and this Agreement. Until disbursed, warrants its authority Borrower shall have the right to deposit direct the investment of funds in the Deposit Account in Permitted Investments, subject to Lender's reasonable approval. Investment and Control of Accounts. ---------------------------------- All interest earned on amounts deposited into the Accounts shall be held in the Accounts and shall be used or disbursed as provided herein and in the Deposit Account Agreement for the benefit of Borrower. Neither Lender nor the Servicer shall have any Property received therefor by liability for any loss of interest on funds in any Accounts and no such loss shall affect Borrower's obligation to fund any Account as required hereunder. Borrower hereby pledges, assigns and grants a lien and security interest to Lender, as security for payment of all sums due under the Custodian Loan and the performance of all other terms, conditions and provisions of the Loan Documents and this Agreement on Borrower's part to be paid and performed, of all Borrower's right, title and interest in and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Issuer and any other Person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System the Custodian may deliver securities of the same class, issuer and amount in place of those deposited in the applicable Account. (c) The Custodian shall hold and keep safe as custodian for the Accounts, on behalf of the Issuer, all Property in each Account. The crediting of Property to the Accounts shall result in Security Entitlements to such Property in favor of the Issuer, subject to the security interest of the Indenture Trustee as a secured party. (d) All transactions involving the Property shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions to the contrary, the Custodian will: (i) collect all interest and dividends Deposit Account and all other income accounts and paymentssubaccounts maintained from time to time under the Deposit Account Agreement (collectively, whether paid in cash or in kind, on the Property, as the same become payable and credit the same to the applicable Account; (ii) present for payment all Securities held in an Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the extent that the Custodian is actually aware based on notices received of such opportunities and hold the cash received in such Account pursuant to this Agreement; (iii) (x) exchange Securities where the exchange is purely ministerial (including"Accounts"). Borrower shall not, without limitation, the exchange of temporary securities for those in definitive form and the exchange of warrants, or other documents of entitlement to securities, for the Securities themselves) and (y) when notification of a tender or exchange offer (other than ministerial exchanges described in (x) above) is received for such Account, use reasonable efforts to receive Instructions, provided, that if such Instructions are not received in time for the Custodian to take timely action, no action shall be taken with respect thereto; (iv) execute on behalf of the Issuer for each Account, whenever the Custodian deems it appropriate, such ownership and other certificates as may be required to obtain the payment of income from the Property in the applicable Account; and (v) appoint brokers and agents for any of the ministerial transactions involving the Securities described in the foregoing clauses (i) through (iv), including, without limitation, affiliates of the Custodian. (e) The Custodian hereby acknowledges the security interest granted to the Indenture Trustee by the Issuer. The Custodian shall maintain all Property free of any lien, charge or claim of any kind in favor of the Custodian or any person claiming through the Custodian, and it will not assert any lien, encumbrance, claim or right of set-off against the Property, the Accounts or any Financial Assets carried in the Accounts or any credit balance in the Accounts, except as otherwise expressly permitted by this Agreement or the Indenture. The Custodian will not enter into any agreement other than this Agreement with any Person requiring the Custodian’s compliance with “entitlement orders” (as such term is defined in Article 8 of the UCC) concerning the Accounts originated by such Person without obtaining the prior written consent of Lender, further pledge, assign or grant any lien or security interest in any Account, or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the Issuer secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the Uniform Commercial Code in effect in New York and each other jurisdiction in which Accounts may be located. Notwithstanding the foregoing, at any time an Event of Default exists and remains uncured after the Effective Date, the Servicer, at Lender's option and to the extent permitted under applicable law without adversely affecting the other rights and remedies provided to Lender under this Agreement or the other Loan Documents, shall distribute all funds then held in, and/or received subsequently in, the Accounts to Lender to be applied in such order as Lender in its sole discretion shall determine, (1) to the payment of (y) interest and Principal Indebtedness on the Note and (z) the other Indebtedness, until all such amounts are paid in full and (2) to preserve the Collateral. The Lender shall have exclusive control over and sole right of withdrawal from each of the Accounts, which shall be exercised solely in accordance with the provisions of this Agreement and the Indenture Trustee except as otherwise provided hereinDeposit Account Agreement. The Custodian represents that no such agreement relating Accounts shall be released to or at the Property with any Person is now direction of the Borrower upon payment in effectfull of the Indebtedness.

The Accounts. (i) The Custodian hereby confirms that the Accounts have been established and are maintained with the Custodian on its books and records and that Exhibit B attached hereto (as such Exhibit may be modified and supplemented from time to time pursuant to the delivery by the Borrower of a supplemental notice in writing to the Custodian which notice will contain the account number(s) and name(s) of the holder of such additional account(s) (the “Supplemental Notice”) is a complete and accurate statement of the Accounts, indicating in each case the office or branch where such Account is maintained. (ii) The Securities Account is (a) The Issuer agrees a securities account to establish and maintain the Accounts at the Custodian according to Section 8.2 of the Indenture and the applicable Indenture Supplement. The Custodian further agrees that which financial assets are or may be credited in accordance with this Agreement, (ib) each Trust Account is and shall at all times be maintained by the Custodian, and (c) in respect of which the Custodian undertakes to treat the Company as a Securities Account in the Custodian’s trust departmentsole entitlement holder entitled to exercise the rights that comprise the financial assets credited thereto, and (iid) with respect to which the Custodian is acting and will act as a securities intermediary. All assets, including cash, held in or credited to the Securities Intermediary with respect to such Trust Account, and (iii) all of the Property accredited to such Trust Account shall be treated as Financial Assetsfinancial assets. (iii) Each Cash Account is (a) a deposit account, (b) maintained by the Custodian, (c) in respect of which the Custodian undertakes to treat the Company as the sole customer and (d) with respect to which the Custodian is a bank. (iv) The Issuer acknowledges its responsibility as a principal for all of its obligations Company hereby represents and warrants to the Custodian arising under or in connection with this Agreement, warrants its authority to deposit that all collateral and deposits in the Accounts any Property received therefor by the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Issuer and any other Person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System the Custodian may deliver securities of the same class, issuer and amount in place of those deposited in the applicable Account. (c) The Custodian shall hold and keep safe as custodian for the Accounts, on behalf of the Issuer, all Property in each Account. The crediting of Property to the Accounts shall result in Security Entitlements to such Property in favor of the Issuer, subject to the security interest pursuant to the Guarantee and Security Agreement in favor of the Indenture Trustee Collateral Agent. The Custodian agrees that all cash received by it in respect of financial assets, and any other cash that may otherwise be received in respect of the Securities Account, will initially be credited to the Securities Account as a secured partyfinancial asset and promptly thereafter shall be distributed from the Securities Account and credited to a Cash Account, and each other item of property received by it shall be credited to the Securities Account and shall be treated as a financial asset, provided, however, nothing herein shall require the Custodian to credit to the Securities Account or to treat as a financial asset any asset in the nature of a general intangible (other than any general intangible in respect of immediately available funds that are transferred to the Securities Account or a Cash Account). (dv) All transactions involving the Property shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions to the contrary, the Custodian will: (i) collect all interest It is acknowledged and dividends and all other income and payments, whether paid in cash or in kind, on the Property, as the same become payable and credit the same to the applicable Account; (ii) present for payment all Securities held in an Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the extent agreed that the Custodian is actually aware based on notices received not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of such opportunities any loan assignment agreement (and hold shall have no responsibility for the cash received in such Account pursuant to this Agreement; (iii) (x) exchange Securities where the exchange is purely ministerial (including, without limitation, the exchange of temporary securities for those in definitive form and the exchange of warrantsgenuineness or completeness thereof), or other documents of entitlement to securities, for the Securities themselves) and (y) when notification of a tender Company’s title to any related interests in bank loans or exchange offer (other than ministerial exchanges described in (x) above) is received for such Account, use reasonable efforts to receive Instructions, provided, that if such Instructions are not received in time for the Custodian to take timely action, no action shall be taken with respect thereto; (iv) execute on behalf of the Issuer for each Account, whenever the Custodian deems it appropriate, such ownership and other certificates as may be required to obtain the payment of income from the Property in the applicable Account; and (v) appoint brokers and agents for any of the ministerial transactions involving the Securities described in the foregoing clauses (i) through (iv), including, without limitation, affiliates of the Custodianparticipations. (evi) The Custodian hereby acknowledges the security interest granted References in this Agreement to the Indenture Trustee by the Issuer. The Custodian “Accounts” shall maintain be deemed to include all Property free of any lien, charge financial assets and all cash or claim of any kind in favor of the Custodian or any person claiming through the Custodian, and it will not assert any lien, encumbrance, claim or right of set-off against the Property, the Accounts or any Financial Assets carried in the Accounts or any credit balance other funds in the Accounts, except as otherwise expressly permitted by this Agreement or the Indenture. The Custodian will not enter into any agreement other than this Agreement with any Person requiring the Custodian’s compliance with “entitlement orders” (as such term is defined in Article 8 of the UCC) concerning the Accounts originated by such Person without the prior written consent of the Issuer and the Indenture Trustee except as otherwise provided herein. The Custodian represents that no such agreement relating to the Property with any Person is now in effect.

The Accounts. (a) The Issuer agrees to establish and maintain the Trust Accounts at the Custodian according to Section 8.2 of the Indenture and the applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account is and shall at all times be maintained by the Custodian as a Securities Account in the Custodian’s trust department, (ii) the Custodian is acting and will act as a Securities Intermediary with respect to such Trust Account, and (iii) all of the Property accredited to such Trust Account shall be treated as Financial Assets. (b) The Issuer acknowledges its responsibility as a principal for all of its obligations to the Custodian arising under or in connection with this Agreement, warrants its authority to deposit in the Accounts any Property received therefor by the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Issuer and any other Personperson, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System System, as defined in Section 5 of this Agreement, the Custodian may deliver securities of the same class, issuer and amount in place of those deposited in the applicable Account. (c) The Custodian shall hold and keep safe as custodian for the Accounts, on behalf of the Issuer, all Property in each Account. The crediting of Property to the Accounts shall result in Security Entitlements to such Property in favor of the Issuer, subject to the security interest of the Indenture Trustee as a secured party. (d) All transactions involving the Property shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions to the contrary, the Custodian will: (i) collect all interest and dividends and all other income and payments, whether paid in cash or in kind, on the Property, as the same become payable and credit the same to the applicable Account; (ii) present for payment all Securities held in an Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the extent that the Custodian is actually aware based on notices received of such opportunities and hold the cash received in such Account pursuant to this Agreement; (iii) (x) exchange Securities where the exchange is purely ministerial (including, without limitation, the exchange of temporary securities for those in definitive form and the exchange of warrants, or other documents of entitlement to securities, for the Securities themselves) and (y) when notification of a tender or exchange offer (other than ministerial exchanges described in (x) above) is received for such Account, use reasonable efforts to receive Instructions, provided, that if such Instructions are not received in time for the Custodian to take timely action, no action shall be taken with respect thereto; (iv) execute on behalf of the Issuer for each Account, whenever the Custodian deems it appropriate, such ownership and other certificates as may be required to obtain the payment of income from the Property in the applicable Account; and (v) appoint brokers and agents for any of the ministerial transactions involving the Securities described in the foregoing clauses (i) through (iv), including, without limitation, affiliates of the Custodian. (e) The Custodian hereby acknowledges the security interest granted to the Indenture Trustee by the Issuer. The Custodian shall maintain all Property free of any lien, charge or claim of any kind in favor of the Custodian or any person claiming through the Custodian, and it will not assert any lien, encumbrance, claim or right of set-off against the Property, the Accounts or any Financial Assets carried in the Accounts or any credit balance in the Accounts, except as otherwise expressly permitted by this Agreement or the Indenture. The Custodian will not enter into any agreement other than this Agreement with any Person requiring the Custodian’s compliance with “entitlement orders” (as such term is defined in Article 8 of the UCC) concerning the Accounts originated by such Person without the prior written consent of the Issuer and the Indenture Trustee except as otherwise provided herein. The Custodian represents that no such agreement relating to the Property with any Person is now in effect.

The Accounts. (a) The Issuer Intermediary hereby represents and warrants to, and agrees to establish and maintain the Accounts at the Custodian according to Section 8.2 of the Indenture with, Secured Party and the applicable Indenture Supplement. The Custodian further agrees Pledgor that (i) each Trust Account is and shall at all times be maintained by the Custodian as a Securities Account Accounts have been established in the Custodian’s trust departmentname of the Pledgor, identifying Secured Party as pledgee of the Pledgor, (ii) Intermediary will maintain appropriate records identifying the Custodian is acting and will act Collateral in the Accounts as a Securities Intermediary with respect pledged by the Pledgor to such Trust AccountSecured Party, and (iii) all of the Property accredited to such Trust Account shall be treated as Financial Assets. (b) The Issuer acknowledges its responsibility as a principal for all of its obligations to the Custodian arising under or in connection with this Agreementbest of Intermediary’s knowledge, warrants its authority to deposit except for the claims and interest of Secured Party and Pledgor in the Accounts (subject to any Property claim in favor of Intermediary permitted under Section 6), Intermediary does not know of any claim to or interest in the Accounts and (iv) Intermediary will credit to the relevant Account all proceeds received therefor by the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or it with respect to the Accounts be affected by, any agreement between the Issuer and any other Person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are Collateral held in a Securities System the Custodian may deliver securities of the same class, issuer and amount in place of those deposited in the applicable Account. (c) The Custodian shall hold and keep safe as custodian for the Accounts, on behalf of the Issuer, all Property in each any such Account. The crediting of Property to Pledgor and Intermediary agree that they will not terminate the Accounts shall result in Security Entitlements prior to such Property in favor termination of the Issuer, subject to the security interest of the Indenture Trustee as a secured party. (d) All transactions involving the Property shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions to the contrary, the Custodian will: (i) collect all interest and dividends and all other income and payments, whether paid in cash or in kind, on the Property, as the same become payable and credit the same to the applicable Account; (ii) present for payment all Securities held in an Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the extent that the Custodian is actually aware based on notices received of such opportunities and hold the cash received in such Account pursuant to this Agreement; (iii) (x) exchange Securities where the exchange is purely ministerial (including, without limitation, the exchange of temporary securities for those in definitive form and the exchange of warrants, or other documents of entitlement to securities, for the Securities themselves) and (y) when notification of a tender or exchange offer (other than ministerial exchanges described in (x) above) is received for such Account, use reasonable efforts to receive Instructions, provided, that if such Instructions are not received in time for the Custodian to take timely action, no action shall be taken with respect thereto; (iv) execute on behalf of the Issuer for each Account, whenever the Custodian deems it appropriate, such ownership and other certificates as may be required to obtain the payment of income from the Property in the applicable Account; and (v) appoint brokers and agents for any of the ministerial transactions involving the Securities described in the foregoing clauses (i) through (iv), including, without limitation, affiliates of the Custodian. (e) The Custodian hereby acknowledges the security interest granted to the Indenture Trustee by the Issuer. The Custodian shall maintain all Property free of any lien, charge or claim of any kind in favor of the Custodian or any person claiming through the Custodian, and it will not assert any lien, encumbrance, claim or right of set-off against the Property, the Accounts or any Financial Assets carried in the Accounts or any credit balance in the Accounts, except as otherwise expressly permitted by this Agreement or the Indenture. The Custodian will not enter into any agreement other than this Agreement with any Person requiring the Custodian’s compliance with “entitlement orders” (as such term is defined in Article 8 of the UCC) concerning the Accounts originated by such Person without the prior written consent of Secured Party. All parties agree that Account number [·] together with all sub-accounts thereof is a “securities account” within the Issuer meaning of Article 8 of the UCC and that all property, including cash, held by Intermediary in the Indenture Trustee except Accounts shall be treated as otherwise provided herein“financial assets” within the meaning of Article 8 of the UCC. The Custodian Intermediary confirms and agrees that (x) it is a “securities intermediary” within the meaning of Article 8 of the UCC and acting in such capacity with respect to each Account and all Collateral credited thereto and (y) for purposes of Article 8 of the UCC, the State of New York is Intermediary’s jurisdiction. Intermediary further represents and warrants that no such agreement it has a qualifying office in the United States at which it effects or monitors entries to securities accounts or administers payments or corporate actions relating to securities held with Intermediary. Intermediary makes no representation or warranty, and shall have no responsibility or liability, with respect to the Property with effectiveness of the Security Agreement or this Agreement in granting or perfecting Secured Party’s security interest in the Collateral. (b) All securities or other property underlying any Person is now financial assets credited to each Account shall be registered in effectthe name of Intermediary (or a nominee), indorsed to Intermediary or in blank or credited to another securities account maintained in the name of Intermediary, and in no case shall any financial asset credited to any Account be registered in the name of the Pledgor, payable to the order of the Pledgor or specially indorsed to the Pledgor except to the extent the foregoing have been specially indorsed to Intermediary or in blank.