PURPOSES OF THE PROJECT ACCOUNTS AND, AS SUCH,
SHALL BE ENTITLED TO ALL OF THE RIGHTS THAT CUSTOMERS OF BANKS HAVE UNDER
APPLICABLE LAW WITH RESPECT TO DEPOSIT ACCOUNTS, INCLUDING THE RIGHT TO WITHDRAW
FUNDS FROM, OR CLOSE, THE PROJECT ACCOUNTS, IN EACH SUCH CASE SUBJECT TO, AND IN
ACCORDANCE WITH, THE TERMS OF THIS AGREEMENT.
(C)
THE PARTIES HERETO AGREE THAT, TO
THE EXTENT THAT THE PROJECT ACCOUNTS ARE NOT CONSIDERED "SECURITIES ACCOUNTS"
(WITHIN THE MEANING OF SECTION 8-501(A) OF THE UCC), THE PROJECT ACCOUNTS SHALL
BE DEEMED TO BE "DEPOSIT ACCOUNTS" (AS DEFINED IN SECTION 9-102(A)(29) OF THE
UCC) TO THE EXTENT A SECURITY INTEREST CAN BE GRANTED AND PERFECTED UNDER THE
UCC IN THE PROJECT ACCOUNTS AS DEPOSIT ACCOUNTS, WHICH THE BORROWER SHALL
MAINTAIN WITH THE ACCOUNTS BANK ACTING NOT AS A SECURITIES INTERMEDIARY BUT AS A
"BANK" (WITHIN THE MEANING OF SECTION 9-102(A)(8) OF THE UCC). THE ACCOUNTS BANK
SHALL NOT HAVE TITLE TO THE FUNDS ON DEPOSIT IN THE PROJECT ACCOUNTS, AND SHALL
CREDIT THE PROJECT ACCOUNTS WITH ALL RECEIPTS OF INTEREST, DIVIDENDS AND OTHER
INCOME RECEIVED ON THE PROPERTY HELD IN THE PROJECT ACCOUNTS. THE ACCOUNTS BANK
SHALL ADMINISTER AND MANAGE THE PROJECT ACCOUNTS IN STRICT COMPLIANCE WITH ALL
THE TERMS APPLICABLE TO THE PROJECT ACCOUNTS PURSUANT TO THIS AGREEMENT, AND
SHALL BE SUBJECT TO AND COMPLY WITH ALL THE OBLIGATIONS THAT THE ACCOUNTS BANK
OWES TO THE COLLATERAL AGENT WITH RESPECT TO THE PROJECT ACCOUNTS, INCLUDING ALL
SUBORDINATION OBLIGATIONS, PURSUANT TO THE TERMS OF THIS AGREEMENT. THE ACCOUNTS
BANK HEREBY AGREES TO COMPLY WITH ANY AND ALL INSTRUCTIONS ORIGINATED BY (I) THE
COLLATERAL AGENT DIRECTING DISPOSITION OF FUNDS AND ALL OTHER PROPERTY IN THE
PROJECT ACCOUNTS WITHOUT ANY FURTHER CONSENT OF THE BORROWER OR ANY OTHER PERSON
AND (II) THE BORROWER DIRECTING THE DISBURSEMENT, DEPOSIT AND/OR TRANSFER OF ANY
FUNDS AND ALL OTHER PROPERTY HELD IN THE PROJECT ACCOUNTS IN ACCORDANCE WITH
THIS AGREEMENT, WITHOUT ANY FURTHER CONSENT OF THE COLLATERAL AGENT, THE
ADMINISTRATIVE AGENT OR ANY OTHER PERSON, EXCEPT TO THE EXTENT SUCH CONSENT IS
REQUIRED PURSUANT TO THIS AGREEMENT.
109
SECTION 8.16
DUTIES OF ACCOUNTS BANK.
(A) THE ACCOUNTS BANK WILL ALSO HAVE THOSE DUTIES AND RESPONSIBILITIES EXPRESSLY
SET FORTH IN THIS AGREEMENT, AND NO ADDITIONAL DUTIES, RESPONSIBILITIES,
OBLIGATIONS OR LIABILITIES SHALL BE INFERRED FROM THE PROVISIONS OF THIS
AGREEMENT OR IMPOSED ON THE ACCOUNTS BANK. THE ACCOUNTS BANK WILL ACT AT THE
WRITTEN DIRECTION OF THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT AND, AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, BORROWER, BUT WILL NOT BE REQUIRED TO TAKE
ANY ACTION THAT IS CONTRARY TO THIS AGREEMENT OR APPLICABLE LAW OR THAT, IN ITS
REASONABLE JUDGMENT, WOULD INVOLVE IT IN EXPENSE OR LIABILITY, UNLESS IT HAS
BEEN FURNISHED WITH ADEQUATE INDEMNITY AGAINST SUCH EXPENSE OR LIABILITY. THE
ACCOUNTS BANK WILL HAVE NO RESPONSIBILITY TO ENSURE THE PERFORMANCE BY ANY OTHER
PARTY OF ITS DUTIES AND OBLIGATIONS HEREUNDER. THE ACCOUNTS BANK WILL USE THE
SAME CARE WITH RESPECT TO THE SAFEKEEPING AND HANDLING