SECTION 8­102(A)(7) OF THE UCC) IN RESPECT OF THE "FINANCIAL ASSETS" (WITHIN THE
MEANING OF SECTION 8­102(A)(9) OF THE UCC, THE "FINANCIAL ASSETS") CREDITED TO
SUCH PROJECT ACCOUNTS THAT ARE "SECURITIES ACCOUNTS"; (III) ALL FINANCIAL ASSETS
IN REGISTERED FORM OR PAYABLE TO OR TO THE ORDER OF AND CREDITED TO ANY SUCH
PROJECT ACCOUNT SHALL BE REGISTERED IN THE NAME OF, PAYABLE TO OR TO THE ORDER
OF, OR SPECIALLY ENDORSED TO, THE ACCOUNTS BANK OR IN BLANK, OR CREDITED TO
ANOTHER SECURITIES ACCOUNT MAINTAINED IN THE NAME OF THE ACCOUNTS BANK ; AND
(IV) IN NO CASE WILL ANY FINANCIAL ASSET CREDITED TO ANY SUCH PROJECT ACCOUNT BE
REGISTERED IN THE NAME OF, PAYABLE TO OR TO THE ORDER OF, OR ENDORSED TO, THE
BORROWER EXCEPT TO THE EXTENT THE FOREGOING HAVE BEEN SUBSEQUENTLY ENDORSED BY
SUCH PERSON TO THE ACCOUNTS BANK OR 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
PROJECT ACCOUNT SHALL TO THE FULLEST EXTENT PERMITTED BY LAW BE TREATED AS A
FINANCIAL ASSET. UNTIL THE DISCHARGE DATE, THIS AGREEMENT IS INTENDED TO PROVIDE
THE COLLATERAL AGENT WITH "CONTROL" (WITHIN THE MEANING OF
SECTION 8­106(D)(2) OR SECTION 9-104(A) (AS APPLICABLE) OF THE UCC) OF THE
PROJECT ACCOUNTS AND THE BORROWER'S "SECURITY ENTITLEMENTS" (WITHIN THE MEANING
OF SECTION 8­102(A)(17) OF THE UCC) WITH RESPECT TO THE FINANCIAL ASSETS
CREDITED TO THE PROJECT ACCOUNTS. THE BORROWER HEREBY IRREVOCABLY DIRECTS, AND
THE ACCOUNTS BANK (IN ITS CAPACITY AS SECURITIES INTERMEDIARY) HEREBY AGREES,
THAT THE ACCOUNTS BANK WILL COMPLY WITH ALL INSTRUCTIONS AND ORDERS (INCLUDING
ENTITLEMENT ORDERS WITHIN THE MEANING OF SECTION 8-102(A)(8) OF THE UCC)
REGARDING EACH PROJECT ACCOUNT AND ANY FINANCIAL ASSET THEREIN ORIGINATED BY THE
COLLATERAL AGENT WITHOUT THE FURTHER CONSENT OF THE BORROWER OR ANY OTHER
PERSON. IN THE CASE OF A CONFLICT BETWEEN ANY INSTRUCTION OR ORDER ORIGINATED BY
THE COLLATERAL AGENT AND ANY INSTRUCTION OR ORDER ORIGINATED BY THE BORROWER OR
ANY OTHER PERSON OTHER THAN A COURT OF COMPETENT JURISDICTION, THE INSTRUCTION
OR ORDER ORIGINATED BY THE COLLATERAL AGENT SHALL PREVAIL. THE ACCOUNTS BANK
SHALL NOT CHANGE THE NAME OR ACCOUNT NUMBER OF ANY PROJECT ACCOUNT WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT AND AT LEAST FIVE (5) BUSINESS
DAYS' PRIOR NOTICE TO THE BORROWER, AND SHALL NOT CHANGE THE ENTITLEMENT HOLDER;
106
(C)
IT SHALL PROMPTLY PERFORM ALL
DUTIES IMPOSED UPON A SECURITIES INTERMEDIARY AND A BANK UNDER THE UCC AND THIS
AGREEMENT. IN THIS REGARD, (I) IF THE ACCOUNTS BANK HAS KNOWLEDGE THAT AN ISSUER
OF ANY FINANCIAL ASSET IS REQUIRED TO MAKE A PAYMENT OR DISTRIBUTION IN RESPECT
OF SUCH FINANCIAL ASSET, THE ACCOUNTS BANK SHALL HAVE FULFILLED ITS DUTY UNDER
APPLICABLE LAW TO TAKE ACTION TO OBTAIN SUCH PAYMENT OR DISTRIBUTION IF (A) IT
CREDITS SUCH PAYMENT OR DISTRIBUTION TO THE PROJECT ACCOUNTS IN ACCORDANCE WITH
THIS AGREEMENT IF SUCH PAYMENT OR DISTRIBUTION IS MADE OR (B) IT