Common use of UCC Provisions Clause in Contracts

UCC Provisions. 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) the Depositary Agent is acting in the capacity of "securities intermediary" (as defined in Section 102(a)(14) of the UCC) with respect to the Accounts to the extent of 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 to the extent of credit balances not constituting financial assets credited thereto; (c) each item of property (whether cash, cash equivalents, instruments, investments, investment property or other) 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 Issuer is an "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; (e) the "securities intermediary's jurisdiction" (as defined in Section 8-110(e) of the UCC) and the "bank's jurisdiction" (as defined in Section 9-304(b) of the UCC) shall be the State of New York; (f) all securities and other property underlying any financial assets credited to the Accounts shall be registered in the name of the Depositary Agent or endorsed to the Depositary Agent or in blank, and in no case whatsoever will any financial asset credited to an Account be registered in the name of any Financing Party, payable to the order of any Financing Party or specially endorsed to any Financing Party except to the extent that the foregoing have been specially endorsed to the Depositary Agent or in blank; and (g) the Depositary Agent shall not change the name of or account number for any Account without the prior written consent of the Collateral Agent.

UCC Provisions. 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) the 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 to the extent of 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 to the extent of credit balances not constituting financial assets credited theretoall Account Funds therein; (c) each item of property (whether cash, cash equivalents, instruments, investments, investment property or other) 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 Issuer is Issuers are an "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; (e) the "securities intermediary's jurisdiction" (as defined in Section 8-110(e) of the UCC) and the "bank's jurisdiction" (as defined in Section 9-304(b) of the UCC) shall be the State of New York; (f) all securities and other property underlying any financial assets credited to the Accounts shall be registered in the name of the Depositary Agent or endorsed indorsed to the Depositary Agent or in blank, and in no case whatsoever will any financial asset credited to an Account be registered in the name of any Financing PartyMSW Holdings, payable to the order of any Financing Party MSW Holdings or specially endorsed indorsed to any Financing Party MSW Holdings except to the extent that the foregoing have been specially endorsed indorsed to the Depositary Agent or in blank; and (g) the Depositary Agent shall not change the name of or account number for any Account without the prior written consent of the Collateral Agent. In the event that notwithstanding the intention of the parties, any Account (or any part thereof) is determined to be a deposit account, the Depositary Agent agrees that it is acting in the capacity of a "bank" (as defined in Section 9-102 of the UCC) and that the "bank's jurisdiction" for purposes of Section 9-304 of the UCC is the State of New York.

UCC Provisions. 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) the 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 to the extent of 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 to the extent of credit balances not constituting financial assets credited theretoall Account Funds therein; (c) each item of property (whether cash, cash equivalents, instruments, investments, investment property or other) 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 Issuer is Issuers are an "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; (e) the "securities intermediary's jurisdiction" (as defined in Section 8-110(e) of the UCC) and the "bank's jurisdiction" (as defined in Section 9-304(b) of the UCC) shall be the State of New York; (f) all securities and other property underlying any financial assets credited to the Accounts shall be registered in the name of the Depositary Agent or endorsed indorsed to the Depositary Agent or in blank, and in no case whatsoever will any financial asset credited to an Account be registered in the name of any Financing PartyMSW Energy II, payable to the order of any Financing Party MSW Energy II or specially endorsed indorsed to any Financing Party MSW Energy II except to the extent that the foregoing have been specially endorsed indorsed to the Depositary Agent or in blank; and (g) the Depositary Agent shall not change the name of or account number for any Account without the prior written consent of the Collateral Agent. In the event that notwithstanding the intention of the parties, any Account (or any part thereof) is determined to be a deposit account, the Depositary Agent agrees that it is acting in the capacity of a "bank" (as defined in Section 9-102 of the UCC) and that the "bank's jurisdiction" for purposes of Section 9-304 of the UCC is the State of New York.