Common use of Primary Dealers Clause in Contracts

Primary Dealers. Each of the Underwriters is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a “Primary Dealer”), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the “FRBNY”), as Lender, various Primary Dealers party thereto, the Bank of New York Mellon, as Administrator, and the Bank of New York Mellon, as Custodian (the “MLSA”), in connection with the Term Asset-Backed Securities Loan Facility (“TALF”). It is expressly intended by the parties hereto that the rights, benefits and remedies of the Underwriters set forth herein under this heading “‘Eligible Collateral’ under TALF” and in Section 8 of the Underwriting Agreement shall be for the benefit of, and shall be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the MLSA.