Common use of URCA Account Clause in Contracts

URCA Account. Each of the parties hereto hereby agrees that (i) the URCA Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the URCA Account Agreement, prior to the delivery of a Notice of Exclusive Control, the Borrower shall be entitled to exercise the rights that comprise each Financial Asset held in the URCA Account and have the right to direct the disposition of funds in the URCA Account; provided that after the delivery of a Notice of Exclusive Control, such rights shall be exclusively held by the Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in the URCA Account to agree with the parties hereto that (A) to the extent that the URCA Account is a “securities account” within the meaning of the UCC, the cash and other property (subject to Section 6.04(e) and (h) with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) credited thereto is to be treated as a Financial Asset under Article 8 of the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the URCA Account, New York shall be deemed to be the (i) Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) to the extent the Collection Account is a “deposit account” within the meaning of the UCC and (ii) Account Bank’s (or other securities intermediary’s) jurisdiction (within the meaning of Section 8-110 of the UCC) to the extent the Collection Account is a “securities account” within the meaning of the UCC. All securities or other property underlying any Financial Assets credited to the URCA Account in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the Collateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the URCA Account be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.