Common use of Securities Accounts Clause in Contracts

Securities Accounts. The Collateral Agent agrees that the Collection Account and the Reserve Account held by it hereunder shall each be maintained as a "securities account" as defined in the UCC as in effect in New York, and U.S. Bank National Association hereby agrees that it is and will act as a "securities intermediary" (in such capacity, the "Securities Intermediary") for the Collateral Agent as the sole "entitlement holder" (as defined in Section 8-102(a)(7) of the UCC) with respect to each such account. The parties hereto agree that the Collection Account and the Reserve Account shall be governed by the laws of the State of New York, and regardless of any provision in any other agreement, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC) shall be the State of New York. The Securities Intermediary acknowledges and agrees that (a) each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Collection Account and the Reserve Account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC and (b) notwithstanding anything to the contrary, if at any time the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Collection Account or the Reserve Account, the Securities Intermediary shall comply with such entitlement order without further consent by LEAF, the Borrower, the Lender or any other person. In the event of any conflict of any provision of this Section 12.04 with any other provision of this Agreement or any other agreement or document, the provisions of this Section 12.04 shall prevail.

Securities Accounts. The Collateral Agent Indenture Trustee agrees that the Collection Account and the Reserve any Trust Account held by it hereunder shall each be maintained as a "securities account" as defined in the UCC Uniform Commercial Code as in effect in New YorkYork (the "New York UCC"), and U.S. Bank National Association hereby agrees that it is and will act shall be acting as a "securities intermediary" (in such capacity, the "Securities Intermediary") for the Collateral Agent Indenture Trustee itself as the sole "entitlement holder" (as defined in Section 8-102(a)(7) of the New York UCC) with respect to each such accountTrust Account. The parties hereto agree that the Collection Account and the Reserve each Trust Account shall be governed by the laws of the State of New York, and regardless of any provision in any other agreement, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the New York UCC) shall be the State of New York. The Securities Intermediary Indenture Trustee acknowledges and agrees that (a) each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Collection Account and the Reserve Account Accounts shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the New York UCC and (b) notwithstanding anything to the contrary, if at any time the Securities Intermediary Indenture Trustee shall receive any order from the Collateral Agent Indenture Trustee directing transfer or redemption of any financial asset relating to the Collection Account or the Reserve AccountTrust Accounts, the Securities Intermediary Indenture Trustee shall comply with such entitlement order without further consent by LEAF, the Borrower, the Lender Transferor or any other person. In the event of any conflict of any provision of this Section 12.04 9.12 with any other provision of this Agreement or any other agreement or document, the provisions of this Section 12.04 9.12 shall prevail.

Securities Accounts. The Collateral Agent Indenture Trustee agrees that the Collection Account and the Reserve any Trust Account held by it hereunder shall each be maintained as a "securities account" as defined in the UCC Uniform Commercial Code as in effect in New YorkYork (the "New York UCC"), and U.S. Bank National Association hereby agrees that it is and will act shall be acting as a "securities intermediary" (in such capacity, the "Securities Intermediary") for the Collateral Agent Indenture Trustee itself as the sole "entitlement holder" (as defined in Section 8-102(a)(7) of the New York UCC) with respect to each such accountTrust Account. The parties hereto agree that the Collection Account and the Reserve each Trust Account shall be governed by the laws of the State of New York, and regardless of any provision in any other agreement, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the New York UCC) shall be the State of New York. The Securities Intermediary Indenture Trustee acknowledges and agrees that (a) each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Collection Account and the Reserve Account Accounts shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the New York UCC and (b) notwithstanding anything to the contrary, if at any time the Securities Intermediary Indenture Trustee shall receive any order from the Collateral Agent Indenture Trustee directing transfer or redemption of any financial asset relating to the Collection Account or the Reserve AccountTrust Accounts, the Securities Intermediary Indenture Trustee shall comply with such entitlement order without further consent by LEAF, the Borrower, the Lender Transferor or any other person. In the event of any conflict of any provision of this Section 12.04 9.12 with any other provision of this Agreement or any other agreement or document, the provisions of this Section 12.04 9.12 shall prevail.

Securities Accounts. The Trust Collateral Agent agrees that the Collection Account and the Reserve any Trust Account held by it hereunder shall each be maintained as a "securities account" as defined in the UCC Uniform Commercial Code as in effect in New York__________ (the " UCC"), and U.S. Bank National Association hereby agrees that it is and will act shall be acting as a "securities intermediary" (in such capacity, the "Securities Intermediary") for the Collateral Agent Indenture Trustee itself as the sole "entitlement holder" (as defined in Section 8-102(a)(7) of the __________ UCC) with respect to each such accountTrust Account. The parties hereto agree that the Collection Account and the Reserve each Trust Account shall be governed by the laws of the State of New York, and regardless of any provision in any other agreement, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the New York UCC) shall be the State of New York. The Securities Intermediary Trust Collateral Agent acknowledges and agrees that (a) each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Collection Account and the Reserve Account Accounts shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the New York UCC and (b) notwithstanding anything to the contrary, if at any time the Securities Intermediary Trust Collateral Agent shall receive any order from the Collateral Agent Indenture Trustee directing transfer or redemption of any financial asset relating to the Collection Account or the Reserve AccountTrust Accounts, the Securities Intermediary Trust Collateral Agent shall comply with such entitlement order without further consent by LEAF, the Borrower, the Lender Transferor or any other person. In the event of any conflict of any provision of this Section 12.04 5.18 with any other provision of this Agreement or any other agreement or document, the provisions of this Section 12.04 5.18 shall prevail.. 77

Securities Accounts. The Collateral Agent agrees that the Collection Distribution Account and the Reserve Account held by it hereunder shall each be maintained as a "securities account" as defined in the UCC as in effect in New York, and U.S. Xxxxx Fargo Bank Minnesota, National Association hereby agrees that it is and will act as a "securities intermediary" (in such capacity, the "Securities Intermediary") for the Collateral Agent as the sole "entitlement holder" (as defined in Section 8-102(a)(7) Article 8 of the UCC) with respect to each such account. The parties hereto agree that the Collection Distribution Account and the Reserve Account shall be governed by the laws of the State of New YorkMinnesota, and regardless of any provision in any other agreement, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 Article 8 of the UCC) shall be the State of New YorkMinnesota. The Securities Intermediary acknowledges and agrees that (a) each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Collection Account, the Distribution Account and the Reserve Account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) Article 8 of the UCC and (b) notwithstanding anything to the contrary, if at any time the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Collection Distribution Account or the Reserve Account, the Securities Intermediary shall comply with such entitlement order without further consent by LEAFFinPac, the Borrower, the Lender Lender, the Hedge Counterparty or any other personPerson. In the event of any conflict of any provision of this Section 12.04 with any other provision of this Loan Agreement or any other agreement or document, the provisions of this Section 12.04 shall prevail.

Securities Accounts. The Collateral Agent agrees that the ------------------- Collection Account and the Reserve Account held by it hereunder shall each be maintained as a "securities account" as defined in the UCC as in effect in New York, and U.S. Xxxxx Fargo Bank Minnesota, National Association hereby agrees that it is and will to act as a "securities intermediary" (in such capacity, the "Securities Intermediary") for the Collateral Agent as the sole "entitlement holder" (as defined in Section 8-102(a)(7) of the UCC) with respect to each such account. The parties hereto agree that the Collection Account and the Reserve Account shall be governed by the laws of the State of New York, and regardless of any provision in any other agreement, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC) shall be the State of New York. The Securities Intermediary acknowledges and agrees that (a) each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Collection Account and the Reserve Account shall be treated as a "financial asset" within the meaning of Section 8-8- 102(a)(9) of the UCC and (b) notwithstanding anything to the contrary, if at any time the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Collection Account or the Reserve Account, the Securities Intermediary shall comply with such entitlement order without further consent by LEAFTFC, the Borrower, the Lender Lender, the Hedge Counterparty, the Insurer or any other person. In the event of any conflict of any provision of this Section 12.04 4.04 with any other provision of this Agreement or any other agreement or document, the provisions of this Section 12.04 4.04 shall prevail.

Securities Accounts. The Collateral Agent agrees (a) Unless otherwise provided in Section 5.16(c) of the Primary Secured Instruments, on or before the Effective Date, and at all times thereafter until the Secured Obligations (other than Contingent Indemnification Obligations) have been paid in full, all “securities accounts” (as such term is defined in Section 8-501 of the UCC) of any Grantor (other than any Excluded Account) shall be established and maintained with any securities intermediaries reasonably acceptable to the Primary Holder Representatives (it being understood that a securities intermediary shall be deemed reasonably acceptable to the Public Note Representative if the Company delivers to the Public Note Representative an Officer’s Certificate to the effect that the Collection executing officer has made inquiries sufficient to provide the Company a reasonable basis for concluding that such securities intermediary has a sound reputation, is in good standing with applicable regulators and is unlikely to have credit-related or solvency issues during the period in which the applicable Securities Account and the Reserve Account will be held by it hereunder shall each be maintained as a "securities account" as defined in the UCC as in effect in New York, and U.S. Bank National Association hereby agrees that it is and will act as a "with such securities intermediary" ) that have executed a Securities Account Control Agreement (in such capacitycollectively, the "“Securities Intermediary") for the Accounts”). Any Collateral Agent as the sole "entitlement holder" that constitutes a “financial asset” (as defined in Section 8-102(a)(7102(a)(9) of the UCC) with respect that has not been delivered pursuant to Section 4.1 hereof shall, upon its inclusion in the Collateral, be promptly credited to a Securities Account and constitute a “security entitlement” (as defined in Section 8-102(a)(17) of the UCC) and each such account. The parties hereto agree that the Collection Account and the Reserve Account financial asset shall be governed by transferred to a Securities Account at the laws time of such inclusion or promptly thereafter. Each Securities Account Control Agreement shall provide that (i) all Collateral credited at any time to any Securities Account (other than any Excluded Account) shall be treated as a “financial asset” (as defined in Section 8-102(a)(9) of the State UCC), (ii) each Securities Account thereunder is a “securities account” (as defined in Section 8-501(a) of New Yorkthe UCC), and regardless of any provision in any other agreement, (iii) the "securities intermediary's jurisdiction" ’s jurisdiction (within the meaning of Section 8-110 of the UCC110(e)) shall be the State of New York. The Securities Intermediary acknowledges York (unless the applicable Grantor is an existing client of the applicable securities intermediary and agrees that (a) each item of property (whether investment propertysuch securities intermediary, financial asset, security, instrument or cash) credited to the Collection Account and the Reserve Account shall be treated as a "financial asset" within matter of practice, typically elects another securities intermediary jurisdiction; provided the meaning legal opinion contemplated in the definition of Section 8-102(a)(9“Securities Account Control Agreement” herein is delivered by counsel in such jurisdiction), and (iv) the Collateral Trustee on behalf of the Secured Parties shall have “control” (provided control is a springing control only upon the occurrence and during the continuance of a Notice of Acceleration) of all security entitlements by the UCC and (b) notwithstanding anything to the contrary, if at any time securities intermediary agreeing in the Securities Intermediary shall receive any order from Account Control Agreement that following the delivery of a “blockage notice” or other applicable notice under such Securities Account Control Agreement it will comply with entitlement orders originated by the Collateral Agent directing transfer or redemption of any financial asset relating to the Collection Account or the Reserve Account, the Securities Intermediary shall comply with such entitlement order Trustee without further consent by LEAF, the Borrower, the Lender Grantor or any other personPerson (pursuant to Section 8-106 of the UCC). In The Company will use its reasonable commercial efforts to cause each Securities Account Control Agreement to provide that (i) except for the event claims and interest of the Secured Parties and the applicable Loan Party in the Securities Accounts, the applicable securities intermediary does not have actual knowledge of any conflict of claim to, or interest in, the applicable Securities Account or in any provision of this Section 12.04 with “financial asset” credited thereto, and (ii) the applicable securities intermediary shall promptly notify the Collateral Trustee if any other provision of this Agreement person asserts in writing any lien, encumbrance or adverse claim against the applicable Securities Account or any financial asset credited thereto. All payments made to a Securities Account (other agreement or documentthan any Excluded Account) shall, the provisions as long as no Notice of this Section 12.04 shall prevailAcceleration is in effect, be transferred to a Deposit Account that is subject to a Deposit Account Control Agreement.

Securities Accounts. The Collateral Agent JPMorgan Chase Bank, N.A. agrees that the Collection Account and the Reserve Account held by it hereunder shall each be maintained as a "securities account" as defined in the UCC as in effect in New York, and U.S. Bank National Association hereby agrees that it is and will to act as a "the securities intermediary" intermediary under this Security Agreement with respect to each of the Collateral Accounts in accordance with the provisions hereof (in such capacity, the "“Securities Intermediary"”). Except in its capacity as Security Agent, JPMorgan Chase, N.A. waives any claim or lien against any Collateral Account it may have, by operation of law or otherwise, for any amount owed to it by any Obligor. The Securities Intermediary hereby agrees that notwithstanding anything to the contrary hereunder, (i) for any amounts to be held by the Security Agent hereunder and any Eligible Investments will be credited to the Collateral Accounts for which it is a “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) and the Security Agent as is the sole "“entitlement holder" ” (as defined in Section 8-102(a)(7) of the UCC) of the “securities entitlement” (as defined in Section 8-102(a)(17) of the UCC) against the Securities Intermediary with respect to each “financial asset” (as defined in Section 8-102(a)(9) of the UCC) credited to any such account. The parties hereto agree that Collateral Account, (ii) all such amounts and all other property acquired with Cash credited to any Collateral Account will be credited to such Collateral Account, (iii) all items of property (whether Cash, Investment Property, Cash Equivalents, other investments, securities, instruments or other property) credited to a Collateral Account will be treated as a “financial asset” under Article 8 of the Collection UCC, (iv) the “securities intermediary’s jurisdiction” (as defined in Section 8-110(e)(1) of the UCC) with respect to a Collateral Account and the Reserve Account shall be governed by the laws of is the State of New York, and regardless (v) all securities, instruments and other property in order or registered from and credited to a Collateral Account shall be payable to or to the order of, or registered in the name of, the Securities Intermediary or shall be indorsed to the Securities Intermediary or in blank, and in no case whatsoever shall any “financial asset” credited to a Collateral Account be registered in the name of any provision Obligor, payable to or to the order of any Obligor or specially indorsed to any Obligor except to the extent the foregoing have been specially endorsed by such Obligor to the Securities Intermediary or in any other agreementblank. The Security Agent agrees that it will hold (and will indicate clearly in its books and records that it holds) its “securities entitlement” to the “financial assets” credited to the Collateral Accounts in trust for the benefit of the Secured Parties as set forth in this Security Agreement. Each Obligor acknowledges that, by reason of the Security Agent being the “entitlement holder” in respect of the Collateral Accounts as provided above, the "securities intermediary's jurisdiction" Security Agent shall have the sole right and discretion, subject only to the terms of this Security Agreement, to give all “entitlement orders” (within the meaning of as defined in Section 8-110 102(a)(8) of the UCC) shall be with respect to the State Collateral Accounts and any and all Financial Assets and other property credited thereto to the exclusion of New Yorkeach Obligor. The Securities Intermediary acknowledges Security Agent shall give the Administrative Agent and agrees that (a) each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Collection Account and the Reserve Account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC and (b) notwithstanding anything to the contrary, Lender prompt notice if at any time the Securities Intermediary shall receive any order from the Collateral Security Agent directing transfer or redemption of any financial asset relating to the Collection Account or the Reserve Account, the Securities Intermediary shall comply with such entitlement order without further consent by LEAF, the Borrower, the Lender or any other person. In the event of any conflict of any provision of this Section 12.04 with any other provision of this Agreement or any other agreement or document, the provisions of this Section 12.04 shall prevaildoes not constitute an Eligible Institution.

Securities Accounts. The Collateral Agent Indenture Trustee agrees that the Collection Account and the Reserve any Trust Account held by it hereunder shall each be maintained as a "“securities account" ” as defined in the UCC Uniform Commercial Code as in effect in New YorkYork (the “New York UCC”), and U.S. Bank National Association hereby agrees that it is and will act shall be acting as a "“securities intermediary" (in such capacity, the "Securities Intermediary") ” for the Collateral Agent Indenture Trustee itself as the sole "“entitlement holder" ” (as defined in Section 8-102(a)(7) of the New York UCC) with respect to each such accountTrust Account. The parties hereto agree that the Collection Account and the Reserve each Trust Account shall be governed by the laws of the State of New York, and regardless of any provision in any other agreement, the "“securities intermediary's ’s jurisdiction" ” (within the meaning of Section 8-110 of the New York UCC) shall be the State of New York. The Securities Intermediary Indenture Trustee acknowledges and agrees that (a) each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Collection Account and the Reserve Account Accounts shall be treated as a "“financial asset" ” within the meaning of Section 8-102(a)(9) of the New York UCC and (b) notwithstanding anything to the contrary, if at any time the Securities Intermediary Indenture Trustee shall receive any order from the Collateral Agent Indenture Trustee directing transfer or redemption of any financial asset relating to the Collection Account or the Reserve AccountTrust Accounts, the Securities Intermediary Indenture Trustee shall comply with such entitlement order without further consent by LEAF, the Borrower, the Lender Transferor or any other person. In the event of any conflict of any provision of this Section 12.04 9.12 with any other provision of this Agreement or any other agreement or document, the provisions of this Section 12.04 9.12 shall prevail.

Securities Accounts. (a) The Collateral Agent agrees that parties hereto (including, for the purpose of this Section only, the Indenture Trustee in its capacity as “securities intermediary”) hereby agree that, for so long as such account is maintained in New York at the Person acting as the Indenture Trustee: (i) the Dollar Collection Account and the Reserve Account held by it hereunder shall each be maintained as a "“securities account" accounts” as defined in Section 8-501 of the UCC, (ii) such Person is (and hereby represents that it is) a “securities intermediary” as defined in Section 8-102 of the UCC, (iii) the “securities intermediary’s jurisdiction” for such accounts for purposes of Section 8-110(e) of the UCC as in effect in is New York, and U.S. Bank National Association hereby agrees that it (iv) all property credited to such accounts shall be treated as “financial assets” under Article 8 of the UCC, (v) the Indenture Trustee shall be the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC), (vi) such Person is and will act not a “clearing corporation” (as a "securities intermediary" defined in Section 8-102 of the UCC), (in vii) such capacity, Person treats the "Securities Intermediary") for the Collateral Agent Indenture Trustee as the sole "“entitlement holder" ” (as defined in Section 8-102(a)(7) of the UCC) with respect to the accounts described in clause (i), in each such account. The parties hereto agree case that are maintained with it, (viii) none of the Collection Account and financial assets credited to any of the Reserve Account accounts described in clause (i) shall be governed by registered in the laws name of, payable to the order of, or specially endorsed to any Person other than such bank as “securities intermediary,” (ix) such Person, as the “securities intermediary” with respect to the accounts described in clause (i), has not agreed to comply with any “entitlement order” (as defined in Section 8- 102(a)(8) of the State of New York, and regardless UCC) with respect to any such account of any provision Person other than the Indenture Trustee and (x) the Indenture Trustee acquired its interest in any other agreement, each of the "securities intermediary's jurisdiction" accounts described in clause (i) without “notice of an adverse claim” (within the meaning of Section Sections 8-110 102(a)(1) and 8-105 of the UCC). Should the Indenture Trustee maintain any of the accounts described in clause (i) in any other jurisdiction in the United States, then it shall be the State of New York. The Securities Intermediary acknowledges deemed to have represented and agrees that (a) each item of property (whether investment property, financial asset, security, instrument or cash) credited agreed to the Collection Account and the Reserve Account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC and (b) notwithstanding anything to the contrary, if at any time the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Collection Account or the Reserve Account, the Securities Intermediary shall comply with similar provisions in such entitlement order without further consent by LEAF, the Borrower, the Lender or any other person. In the event of any conflict of any provision of this Section 12.04 with any other provision of this Agreement or any other agreement or document, the provisions of this Section 12.04 shall prevailjurisdiction.

Securities Accounts. The Collateral Agent agrees that the Collection Account and the Reserve Account held by it hereunder shall each be maintained as a "“securities account" ” as defined in the UCC as in effect in New York, and U.S. Bank National Association hereby agrees that it is and will act as a "“securities intermediary" ” (in such capacity, the "“Securities Intermediary"”) for the Collateral Agent as the sole "“entitlement holder" ” (as defined in Section 8-102(a)(7) of the UCC) with respect to each such account. The parties hereto agree that the Collection Account and the Reserve Account shall be governed by the laws of the State of New York, and regardless of any provision in any other agreement, the "“securities intermediary's ’s jurisdiction" ” (within the meaning of Section 8-110 of the UCC) shall be the State of New York. The Securities Intermediary acknowledges and agrees that (a) each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Collection Account and the Reserve Account shall be treated as a "“financial asset" ” within the meaning of Section 8-102(a)(9) of the UCC and (b) notwithstanding anything to the contrary, if at any time the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Collection Account or the Reserve Account, the Securities Intermediary shall comply with such entitlement order without further consent by LEAF, the Borrower, the Lender or any other person. In the event of any conflict of any provision of this Section 12.04 with any other provision of this Agreement or any other agreement or document, the provisions of this Section 12.04 shall prevail.. Article XIII [INTENTIONALLY OMITTED]