Common use of Designated Accounts Clause in Contracts

Designated Accounts. (a) The Securities Intermediary represents and warrants to each of the Secured Party and the Issuing Entity that the Securities Intermediary does not know of any claim to or interest in the Designated Accounts, except the first priority security interest of the Secured Party in the Designated Accounts for the benefit of the Noteholders and the other claims and interests of the parties referred to in this Agreement. The Securities Intermediary does not have and shall not have in the future, any security interest, lien or right of setoff on or against the Designated Accounts. (b) The Securities Intermediary, the Issuing Entity and the Secured Party agree that the Securities Intermediary is the securities intermediary and the Issuing Entity is the entitlement holder as to each Account subject to the first priority security interest of the Secured Party. (c) The Securities Intermediary, the Issuing Entity and the Secured Party agree that all property credited to the Designated Accounts shall be treated as “financial assets” under Article 8 of the UCC. (d) The Securities Intermediary shall not accept any “entitlement order,” within the meaning of Section 8-102(a)(8) of the UCC, or other instruction regarding the Designated Accounts except from the Secured Party and, subject to Section 3.1(b), the Issuing Entity. (e) The Securities Intermediary, the Issuing Entity and the Secured Party agree that, with respect to the Designated Accounts, the jurisdiction of the Securities Intermediary for purposes of Articles 8 and 9 of the UCC shall be the State of New York. (f) The Securities Intermediary shall at all times be a “participant” (as such term is defined in the Federal Book-Entry Regulations) in the Federal Reserve System.

Designated Accounts. (ai) The Securities Intermediary Each Pledgor hereby represents and warrants that (A) it does not maintain any Commodity Accounts with any Commodity Intermediary and (B) it shall not in the future maintain any Commodity Accounts except with a Qualified Intermediary in accordance with the provisions of this Article VIII. Each Pledgor hereby represents and warrants that it does not maintain any Deposit Accounts or Securities Accounts other than the Deposit Accounts and Securities Accounts listed in Schedule 8.1 hereto. Each Pledgor hereby agrees that it shall within 30 days after the date hereof enter into a Control Agreement with respect to each of the Secured Party Deposit Account and the Issuing Entity that the Securities Account listed in Schedule 8.1 or close any Deposit Account or Securities Account with respect to which it has not entered into a Control Agreement. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary does not know or Commodity Intermediary or any Deposit Account with any Bank unless (1) the applicable Pledgor shall have given the Collateral Agent thirty (30) days' prior written notice of its intention to establish such new Securities Accounts or Commodity Accounts with such Securities Intermediary or Commodity Intermediary or Deposit Account with such Bank, (2) such Securities Intermediary, Commodity Intermediary or Bank shall be reasonably acceptable to the Collateral Agent and (3) such Securities Intermediary, Commodity Intermediary or Bank shall have entered into a Control Agreement. Each Pledgor shall accept any claim to or interest cash and Investment Property in the Designated Accounts, except the first priority security interest of the Secured Party in the Designated Accounts trust for the benefit of the Noteholders Collateral Agent and the within one (1) Business Day of actual receipt thereof deposit any cash or Investment Property and any new securities, instruments, documents or other claims and interests property by reason of ownership of the parties referred to Investment Collateral (other than payments of a kind described in this Agreement. The Securities Intermediary does not have and shall not have in the future, any security interest, lien or right of setoff on or against the Section 8.1(iv)(B) hereof) received by it into a Designated AccountsAccount. (bii) The Securities IntermediaryEach Pledgor hereby acknowledges and agrees that notwithstanding any provisions hereof or any other circumstance to the contrary, the Issuing Entity and the Secured Party agree that the Securities Intermediary is the securities intermediary and the Issuing Entity is the entitlement holder Collateral Agent shall at all times (A) have "control" (as to each Account subject to the first priority security interest of the Secured Party. (c) The Securities Intermediary, the Issuing Entity and the Secured Party agree that all property credited to the Designated Accounts shall be treated as “financial assets” under Article 8 defined in Section 8-106 of the UCC. ) of all Investment Property, as confirmed in one or more Control Agreements, and (dB) The be authorized to direct the applicable Securities Intermediary shall not accept or Commodity Intermediary with respect to such Investment Property to comply without further consent of any “entitlement order,” within Pledgor or any investment manager or any other person acting or purporting to act for any Pledgor being required, with all Entitlement Orders originated by the meaning of Section 8-102(a)(8) of the UCC, or other instruction regarding the Designated Accounts except from the Secured Party and, subject to Section 3.1(b), the Issuing Entity. (e) The Securities Intermediary, the Issuing Entity and the Secured Party agree that, Collateral Agent with respect to the Designated Accounts, the jurisdiction Investment Collateral. The Collateral Agent hereby agrees that it shall not issue any Entitlement Orders to any Securities Intermediary or Commodity Intermediary in respect of the Securities Intermediary for purposes Investment Property except in connection with the Collateral Agent's exercise of Articles 8 and 9 remedies upon the occurrence of the UCC shall be the State an Event of New YorkDefault. (fiii) The Securities Intermediary Each Pledgor hereby acknowledges and agrees that notwithstanding any provisions hereof or any other circumstance to the contrary, the Collateral Agent shall at all times be a “participant” (A) have "control" (as such term is defined in Section 9-104 of the Federal Book-Entry RegulationsUCC) of any Deposit Account, as confirmed in one or more Control Agreements, and (B) be authorized to direct the institution maintaining the Deposit Account to comply without further consent of any Pledgor or any person acting or purporting to act for any Pledgor being required, with all instructions originated by the Collateral Agent directing disposition of the funds in the Deposit Account. The Collateral Agent hereby agrees that it shall not issue any such instructions to any institution maintaining the Deposit Account except in connection with the Collateral Agent's exercise of remedies upon the occurrence of an Event of Default. (iv) So long as no Event of Default has occurred and is continuing, each Pledgor may, to the extent not inconsistent with the other provisions hereof or the provisions of the Credit Agreement: (A) trade, sell, exchange, lend, apply or transfer from funds or Investment Property a Designated Account; and (B) receive and retain, free of all right, title and interest of Collateral Agent, all interest and dividend payments made in respect of the Investment Property and exercise any voting rights with respect thereto. (v) As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property, and the risk of loss of, damage to, or the destruction of any cash or the Investment Property, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary or a Lender, the Pledgor or any other Person; provided, however, that nothing contained in this Section 8.1(v) shall release or relieve any Securities Intermediary, Commodity Intermediary or Lender of its duties and obligations to the Pledgors or any other Person under the applicable Control Agreement or under applicable law. Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the cash or Investment Property pledged by it or under this Agreement. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent from all costs and expenses incurred by the Collateral Agent under this Section 8.1(v) in the Federal Reserve Systemaccordance with Section 12.3 hereof.