Common use of Control Provisions Clause in Contracts

Control Provisions. (i) The parties acknowledge and agree that the Collection Account is intended to be a “securities account” (as defined in Section 8-501 of the UCC), and the Account Bank shall be the “securities intermediary” with respect to the Collection Account. Notwithstanding such intention, (x) if the Collection Account constitutes a “deposit account” (as defined in Section 9-102(a)(29) of the UCC), the provisions of this Agreement governing a “deposit account” shall apply to such Collection Account. (ii) All securities or other property, including Permitted Investments, constituting financial assets credited to the Collection Account (other than cash) shall be registered in the name of the Account Bank, indorsed to the Account Bank or 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 Collection Account be registered in the name of the Borrower or any other person, payable to the order of the Borrower or any other person or specially indorsed to the Borrower or any other person except to the extent the foregoing have been specially indorsed to the Account Bank or in blank. (iii) All property delivered to the Account Bank pursuant to this Agreement that is granted to the Administrative Agent, as agent for the Secured Parties shall be promptly credited to the Collection Account in accordance with the terms of this Agreement. (iv) The Collection Account is an account to which financial assets or other property are or may be credited, and the Account Bank shall, subject to the terms of this Agreement, treat the Borrower as entitled to exercise the rights that comprise any financial asset or other property credited to such account. (v) The Account Bank hereby agrees that each item of property (whether investment property, financial asset, security, instrument, general intangible or cash) credited to the Collection Account to the extent that it constitutes a securities account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (vi) If at any time the Account Bank shall receive any order from the Administrative Agent as agent for the Secured Parties directing transfer or redemption of any financial asset relating to the Collection Account or any instruction originated by the Secured Party directing the disposition of funds in the Collection Account, the Account Bank shall comply with such entitlement order or instruction without further consent by the Borrower or any other person. If the Borrower is otherwise entitled to issue entitlement orders or instructions and such entitlement orders or instructions conflict with any entitlement order or instruction issued by the Secured Party, the Account Bank shall follow the entitlement orders or instructions issued by the Secured Party. (vii) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC).