Common use of Control of Securities Accounts Clause in Contracts

Control of Securities Accounts. The Issuer and the Trustee agree that (a) the Trustee is a "securities intermediary" within the meaning of Section 8-102(14) of the UCC with respect to Investment Securities and other "financial assets" within the meaning of Section 8-102(a)(9) of the UCC (the "Financial Assets") from time to time on deposit in any Account or otherwise in the possession of the Trustee under this Indenture; (b) each Account maintained pursuant to this Indenture is and will be maintained as a "securities account" within the meaning of Section 8-501 of the UCC; (c) the Issuer is an "entitlement holder" within the meaning of Section 8-102(a)(7) of the UCC in respect of the Financial Assets credited to any Account created pursuant to this Indenture; (d) all Financial Assets in registered form or payable to or to the order of and credited to any Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Trustee or in blank and held by the Trustee; and (e) in no case will any financial asset credited to any securities account be registered in the name of, payable to or to the order of, or specially endorsed to the Issuer except to the extent the foregoing have been specially endorsed to the Trustee or indorsed in blank. If at any time the Trustee, in its capacity as securities intermediary, shall receive an entitlement order (i.e. an order directing transfer or redemption of any financial asset relating to any Account) or any instruction (within the meaning of Section 9-104 of the UCC, i.e., an instruction directing the disposition of funds in any Account) originated by the Trustee for the benefit of the Registered Owners from time to time of the Bonds, the Trustee shall comply with such entitlement order or instruction without further consent by the Issuer or any other person. The Financial Assets in any Account shall not be subject to deduction, set-off, banker's lien or any other right, including such rights which may be held by the Trustee in its capacity as securities intermediary, and the Trustee shall not grant, permit or consent to any other lien, right or interest in the Financial Assets. Except for compensation to be paid to the Trustee pursuant to Section 11.04 of this Indenture, the Trustee subordinates and waives all claims of the Trustee (acting in its capacity as securities intermediary within the meaning of Section 8-102 of the UCC) in any Account created under this Indenture to the prior lien and security interest granted for the benefit of the Registered Owners of the Bonds.

Control of Securities Accounts. The Issuer Disbursement Agent hereby agrees and confirms that it has established the Securities Accounts as set forth and defined in this Agreement. The Disbursement Agent and the Trustee Issuer agree that (a) the Trustee Disbursement Agent is acting as a "securities intermediary" (within the meaning of Section SECTION 8-102(14) of the UCC UCC) with respect to Investment the Securities Accounts and other the "financial assets" (within the meaning of Section SECTION 8-102(a)(9) of the UCC (UCC, the "Financial AssetsFINANCIAL ASSETS") from time credited to time on deposit in any Account or otherwise in the possession of the Trustee under this IndentureSecurities Accounts; (b) each such Securities Account maintained pursuant to this Indenture established by the Disbursement Agent is and will be maintained as a "securities account" (within the meaning of Section SECTION 8-501 of the UCC); (c) the Issuer is an "entitlement holder" (within the meaning of Section SECTION 8-102(a)(7) of the UCC UCC) in respect of the Financial Assets credited to any Account created pursuant such Securities Accounts and with respect to this Indenturesuch Securities Accounts and the Disbursement Agent shall so note in its records pertaining to such Financial Assets and Securities Accounts; and (d) all Financial Assets in registered form or payable to or to the order of and credited to any such Securities Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Trustee Disbursement Agent, or in blank blank, or credited to another securities account maintained in the name of the Disbursement Agent, as applicable, and held by the Trustee; and (e) in no case will any financial asset Financial Asset credited to any securities account such Securities Account be registered in the name of, payable to or to the order of, or specially endorsed to to, the Issuer except to the extent the foregoing have been specially subsequently endorsed by the Issuer to the Trustee Disbursement Agent or indorsed in blank. Each item of property (including a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Securities Account shall be treated as a Financial Asset. Until this Agreement terminates in accordance with the terms hereof, the Trustee shall have "control" (within the meaning of SECTION 8-106(d)(2) of the UCC) of the Issuer's "security entitlements" (within the meaning of SECTION 8-102(a)(17) of the UCC, "SECURITY ENTITLEMENTS") with respect to the Securities Accounts and the Financial Assets credited to the Securities Accounts. All property delivered to the Disbursement Agent by or on behalf of the Issuer pursuant to this Agreement will be promptly credited to the Securities Accounts and shall be treated as Financial Assets. If at any time the Trustee, in its capacity as securities intermediary, Disbursement Agent shall receive an from the Trustee any "entitlement order (i.e. an order directing transfer or redemption of any financial asset relating to any Account) or any instruction order" (within the meaning of Section 9SECTION 8-104 102(8) of the UCC, i.e., an instruction directing "ENTITLEMENT ORDER") relating to the disposition of funds in any Account) originated by Securities Accounts or Financial Assets credited to the Trustee for the benefit of the Registered Owners from time to time of the BondsSecurities Accounts, the Trustee Disbursement Agent shall comply with such entitlement order or instruction Entitlement Order without further consent by the Issuer or any other personPerson. In the event that the Disbursement Agent receives conflicting Entitlement Orders relating to the Securities Accounts or Financial Assets credited to the Securities Accounts from the Trustee and any other Person (including, without limitation, the Issuer), the Disbursement Agent shall comply with the Entitlement Orders originated by the Trustee. Each of the Issuer and the Disbursement Agent agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than the Trustee (and, to the extent provided herein, the Issuer) to comply with Entitlement Orders originated by such Person relating to the Securities Accounts or Financial Assets credited to the Securities Accounts. Except for the claims and interests of the Trustee and the Issuer in the Securities Accounts and the Financial Assets credited to the Securities Accounts, neither the Disbursement Agent nor the Issuer has Knowledge of any claim to, or interest in, any Securities Account or Financial Assets credited to the Securities Accounts. If the Disbursement Agent or the Issuer obtains Knowledge that any Person has asserted a lien, encumbrance or adverse claim against any of the Securities Accounts or Financial Assets credited to the Securities Accounts, such party will promptly notify the Trustee thereof. In the event that the Disbursement Agent has or subsequently obtains by agreement, operation of law or otherwise a lien or security interest in any Securities Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, the Disbursement Agent agrees that such lien or security interest shall be subordinate to the lien and security interest of the Trustee. The Financial Assets in any Account shall standing to the credit of the Securities Accounts will not be subject to deduction, set-off, banker's lien or any other right, including such rights which may be held by the Trustee in its capacity as securities intermediary, and the Trustee Disbursement Agent shall not grant, permit or consent to any other lien, right or interest in the such Financial Assets, in favor of any Person (including the Disbursement Agent) other than the Trustee. Except Regardless of any provision in any other agreement, for compensation purposes of the UCC, the State of New York shall be deemed to be paid to the Trustee pursuant to Section 11.04 of this Indenture, the Trustee subordinates and waives all claims of the Trustee Disbursement Agent's jurisdiction (acting in its capacity as securities intermediary within the meaning of Section SECTION 8-102 110 of the UCC) in any Account created under this Indenture to ). The Securities Accounts shall be governed by the prior lien and security interest granted for the benefit laws of the Registered Owners State of the BondsNew York except as specified in SECTION 13.12.

Control of Securities Accounts. The Issuer Disbursement Agent hereby agrees and confirms that it has established the Securities Accounts as set forth and defined in this Agreement. The Disbursement Agent and the Trustee Authority agree that (a) the Trustee Disbursement Agent is acting as a "securities intermediary" (within the meaning of Section 8-102(14) of the UCC UCC) with respect to Investment the Securities Accounts and other the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC (UCC, the "Financial Assets") from time credited to time on deposit in any Account or otherwise in the possession of the Trustee under this IndentureSecurities Accounts; (b) each such Securities Account maintained pursuant to this Indenture established by the Disbursement Agent is and will be maintained as a "securities account" (within the meaning of Section 8-501 of the UCC); (c) the Issuer Authority is an "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC UCC) in respect of the Financial Assets credited to any Account created pursuant such Securities Accounts and with respect to this Indenturesuch Securities Accounts and the Disbursement Agent shall so note in its records pertaining to such Financial Assets and Securities Accounts; and (d) all Financial Assets in registered form or payable to or to the order of and credited to any such Securities Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Trustee Disbursement Agent, or in blank blank, or credited to another securities account maintained in the name of the Disbursement Agent, as applicable, and held by the Trustee; and (e) in no case will any financial asset Financial Asset credited to any securities account such Securities Account be registered in the name of, payable to or to the order of, or specially endorsed to to, the Issuer Authority except to the extent the foregoing have been specially subsequently endorsed by the Authority to the Trustee Disbursement Agent or indorsed in blank. Each item of property (including a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Securities Account shall be treated as a Financial Asset. Until this Agreement terminates in accordance with the terms hereof, the Trustee shall have "control" (within the meaning of Section 8-106(d)(2) of the UCC) of the Authority's "security entitlements" (within the meaning of Section 8-102(a)(17) of the UCC, "Security Entitlements") with respect to the Securities Accounts and the Financial Assets credited to the Securities Accounts. All property delivered to the Disbursement Agent by or on behalf of the Authority pursuant to this Agreement will be promptly credited to the Securities Accounts and shall be treated as Financial Assets. If at any time the Trustee, in its capacity as securities intermediary, Disbursement Agent shall receive an from the Trustee any "entitlement order (i.e. an order directing transfer or redemption of any financial asset relating to any Account) or any instruction order" (within the meaning of Section 98-104 102(8) of the UCC, i.e., an instruction directing "Entitlement Order") relating to the disposition of funds in any Account) originated by Securities Accounts or Financial Assets credited to the Trustee for the benefit of the Registered Owners from time to time of the BondsSecurities Accounts, the Trustee Disbursement Agent shall comply with such entitlement order or instruction Entitlement Order without further consent by the Issuer Authority or any other personPerson. In the event that the Disbursement Agent receives conflicting Entitlement Orders relating to the Securities Accounts or Financial Assets credited to the Securities Accounts from the Trustee and any other Person (including, without limitation, the Authority), the Disbursement Agent shall comply with the Entitlement Orders originated by the Trustee. Each of the Authority and the Disbursement Agent agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than the Trustee (and, to the extent provided herein, the Authority) to comply with Entitlement Orders originated by such Person relating to the Securities Accounts or Financial Assets credited to the Securities Accounts. Except for the claims and interests of the Trustee and the Authority in the Securities Accounts and the Financial Assets credited to the Securities Accounts, neither the Disbursement Agent nor the Authority knows of any claim to, or interest in, any Securities Account or Financial Assets credited to the Securities Accounts. If the Disbursement Agent or the Authority obtains actual knowledge that any Person has asserted a lien, encumbrance or adverse claim against any of the Securities Accounts or Financial Assets credited to the Securities Accounts, such party will promptly notify the Trustee thereof. In the event that the Disbursement Agent has or subsequently obtains by agreement, operation of law or otherwise a lien or security interest in any Securities Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, the Disbursement Agent agrees that such lien or security interest shall be subordinate to the lien and security interest of the Trustee. The Financial Assets in any Account shall standing to the credit of the Securities Accounts will not be subject to deduction, set-off, banker's lien or any other right, including such rights which may be held by the Trustee in its capacity as securities intermediary, and the Trustee Disbursement Agent shall not grant, permit or consent to any other lien, right or interest in the such Financial Assets, in favor of any Person (including the Disbursement Agent) other than the Trustee. Except Regardless of any provision in any other agreement, for compensation purposes of the UCC, the State of New York shall be deemed to be paid to the Trustee pursuant to Section 11.04 of this Indenture, the Trustee subordinates and waives all claims of the Trustee Disbursement Agent's jurisdiction (acting in its capacity as securities intermediary within the meaning of Section 8-102 110 of the UCC) in any Account created under this Indenture to ). The Securities Accounts shall be governed by the prior lien and security interest granted for the benefit laws of the Registered Owners State of the BondsNew York except as specified in Section 14.7.

Control of Securities Accounts. The Issuer Disbursement Agent hereby agrees and confirms that it has established the Collateral Accounts as set forth and defined in this Agreement. The Disbursement Agent and the Trustee Issuer agree that (a) the Trustee Disbursement Agent is acting as a "securities intermediary" (within the meaning of Section 8-102(14102(a)(14) of the UCC UCC) with respect to Investment Securities any Collateral Accounts that are "securities accounts" (within the meaning of Section 8-501 of the UCC, each a "SECURITIES ACCOUNT") and other the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC (UCC, the "Financial AssetsFINANCIAL ASSETS") from time credited to time on deposit in any Account or otherwise in the possession of the Trustee under this Indenturesuch Securities Accounts; (b) each such Securities Account maintained pursuant to this Indenture established by the Disbursement Agent is and will be maintained as a "securities account" within the meaning of Section 8-501 of the UCC"; (c) the Issuer is an "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC UCC) in respect of the Financial Assets credited to any Account created pursuant such Securities Accounts and with respect to this Indenturesuch Securities Accounts and the Disbursement Agent shall so note in its records pertaining to such Financial Assets and Securities Accounts; and (d) all Financial Assets in registered form or payable to or to the order of and credited to any such Securities Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Trustee Disbursement Agent, or in blank blank, or credited to another securities account maintained in the name of the Disbursement Agent, as applicable, and held by the Trustee; and (e) in no case will any financial asset Financial Asset credited to any securities account such Securities Account be registered in the name of, payable to or to the order of, or specially endorsed to to, the Issuer or any other Person except to the extent the foregoing have been specially subsequently endorsed by the Issuer or such Person to the Trustee Disbursement Agent or indorsed in blank. Each item of property (including a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Securities Account shall be treated as a Financial Asset. Until this Agreement terminates in accordance with the terms hereof, the Trustee shall have "control" (within the meaning of Section 8-106(d)(2) of the UCC) of the Issuer's "security entitlements" (within the meaning of Section 8-102(a)(17) of the UCC, "SECURITY ENTITLEMENTS") with respect to the Securities Accounts and the Financial Assets credited to the Securities Accounts. All property delivered to the Disbursement Agent by or on behalf of the Issuer pursuant to this Agreement will be promptly credited to the Securities Accounts and shall be treated as Financial Assets. If at any time the Trustee, in its capacity as securities intermediary, Disbursement Agent shall receive an from the Trustee any "entitlement order (i.e. an order directing transfer or redemption of any financial asset relating to any Account) or any instruction order" (within the meaning of Section 98-104 102(a)(8) of the UCC, i.e., an instruction directing "ENTITLEMENT ORDER") relating to the disposition of funds in any Account) originated by Securities Accounts or Financial Assets credited to the Trustee for the benefit of the Registered Owners from time to time of the BondsSecurities Accounts, the Trustee Disbursement Agent shall comply with such entitlement order or instruction Entitlement Order without further consent by the Issuer or any other personPerson. In the event that the Disbursement Agent receives conflicting Entitlement Orders relating to the Securities Accounts or Financial Assets credited to the Securities Accounts from the Trustee and any other Person (including, without limitation, the Issuer), the Disbursement Agent shall comply with the Entitlement Orders originated by the Trustee. Each of the Issuer and the Disbursement Agent agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than the Trustee (and, to the extent provided herein, the Issuer) to comply with Entitlement Orders originated by such Person relating to the Securities Accounts or Financial Assets credited to the Securities Accounts. Except for the claims and interests of the Trustee and the Issuer in the Securities Accounts and the Financial Assets credited to the Securities Accounts, neither the Disbursement Agent nor the Issuer knows of any claim to, or interest in, any Securities Account or Financial Assets credited to the Securities Accounts. If the Disbursement Agent or the Issuer obtains actual knowledge that any Person has asserted a lien, encumbrance or adverse claim against any of the Securities Accounts or Financial Assets credited to the Securities Accounts, such party will promptly notify the Trustee thereof. In the event that the Disbursement Agent has or subsequently obtains by agreement, operation of law or otherwise a lien or security interest in any Securities Account, any Security Entitlement carried therein or credited thereto or any Financial Asset that is the subject of any such Security Entitlement, the Disbursement Agent agrees that such lien or security interest shall be subordinate to the lien and security interest of the Trustee. The Financial Assets in any Account shall standing to the credit of the Securities Accounts will not be subject to deduction, set-off, banker's lien or any other right, including such rights which may be held by the Trustee in its capacity as securities intermediary, and the Trustee Disbursement Agent shall not grant, permit or consent to any other lien, right or interest in the such Financial Assets, in favor of any Person (including the Disbursement Agent) other than the Trustee. Except Regardless of any provision in any other agreement, for compensation purposes of the UCC, the State of New York shall be deemed to be paid to the Trustee pursuant to Section 11.04 of this Indenture, the Trustee subordinates and waives all claims of the Trustee Disbursement Agent's jurisdiction (acting in its capacity as securities intermediary within the meaning of Section 8-102 110 of the UCC) in any Account created under this Indenture to ). The Securities Accounts shall be governed by the prior lien and security interest granted for the benefit laws of the Registered Owners State of the BondsNew York.