Exhibit 10.2
Execution Copy
CASH MANAGEMENT
AGREEMENT
Dated as of April 30,
2009
among
CC HOLDINGS GS V LLC
as Issuer,
PINNACLE TOWERS LLC AND THE DIRECT
AND INDIRECT SUBSIDIARIES
SIGNATORY HERETO, GLOBAL SIGNAL ACQUISITIONS
LLC, GLOBAL SIGNAL
ACQUISITIONS II LLC AND ANY OTHER GUARANTOR
OR GUARANTORS THAT ARE
OR MAY BECOME A PARTY HERETO
as The Guarantors,
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee and as Bank,
and
CROWN CASTLE USA, INC.,
as Manager
CASH MANAGEMENT
AGREEMENT
CASH MANAGEMENT
AGREEMENT (this “
Agreement ”), dated as of April 30, 2009,
among CC HOLDINGS GS V LLC , a Delaware limited liability
company (“ CCL ”), the Guarantors
signatory hereto (collectively, the “
Guarantors ”), THE BANK OF NEW YORK MELLON
TRUST COMPANY , N.A., a National Association, as trustee
(in such capacity “ Trustee ”) and as
bank (in such capacity “ Bank ”), and
Crown Castle USA, Inc. , a Delaware corporation (“
Manager ”). This Agreement replaces the Cash
Management Agreement, dated as of February 28, 2006, by and
among each of the entities listed on the signature pages thereto
under the heading “Borrowers”, Towers Finco III LLC,
LaSalle Bank National Association and Global Signal Services
LLC.
W I T N E S S E T H:
WHEREAS, pursuant to the terms of
that certain indenture by and among CCL, Crown Castle GS III Corp.,
as co-issuer, the Guarantors and Trustee dated as of the date of
this Agreement (together with all amendments and supplements
thereto, the “ Indenture ”) the
Guarantors have guarantied the repayment of certain
obligations;
WHEREAS, the Notes are secured by,
among other things, (i) the pledge of the personal property of
CCL and each of the Guarantors pursuant to the Pledge and Security
Agreement and the Security Agreement and (ii) the pledge and
delivery of the equity interests by CCL in certain Guarantors and
by certain Guarantors in their subsidiaries pursuant to the Pledge
and Security Agreements (such pledge and all extensions, renewals,
modifications, substitutions and amendments thereof, collectively,
the “ Security Instruments ”);
WHEREAS, pursuant to the Security
Instruments each of the Guarantors have granted to Trustee a
security interest in all of such Guarantor’s right, title and
interest in, to and under the Receipts (as defined in the herein),
due and to become due to such Guarantor or to which the respective
Guarantor is now or may hereafter become entitled, arising out of
the Properties or the Collateral or any part or parts
thereof;
WHEREAS, each of CCL, the Guarantors
and Manager have entered into a Management Agreement with respect
to the Properties, dated as of the date hereof, pursuant to which
Manager has agreed to manage the Properties operated by each
respective Guarantor;
WHEREAS, in order to fulfill all of
CCL’s and the Guarantors’ Obligations, CCL, the
Guarantors and Manager have agreed that all Receipts will be
deposited directly into a Deposit Account (as defined herein)
established by CCL and the Guarantors, transferred to a Lock Box
Account (as defined herein) established hereunder by CCL and the
Guarantors with Bank and allocated and/or disbursed in accordance
with the terms and conditions hereof.
NOW, THEREFORE, in consideration of
the covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Indenture.
As used herein, the following terms shall have the following
definitions:
“ Accounts
” means, collectively, the Deposit Account, the Lock Box
Account and the Sub-Accounts.
“ Advance Rents Reserve
Deposit ” means, collectively, the Annual Advance
Rents Reserve Deposit and the Quarterly Advance Rents Reserve
Deposit.
“ Advance Rents Reserve
Sub-Account ” as defined in
Section 2.1(c).
“ Agreement
” means this Cash Management Agreement among CCL, the
Guarantors, Manager, Bank and Trustee, as amended, supplemented or
otherwise modified from time to time.
“ Annual Advance Rents
Reserve Deposit ” means eleven-twelfths
(11/12ths) of the amount of rent due and paid pursuant to
Leases which require that annual rent due thereunder be paid in
advance; provided , however , if rents which are
required to be delivered as Annual Advance Rents Reserve Deposits
are received late, appropriate adjustments shall be made taking
into consideration amounts which, but for such late payment of
rent, would have previously been distributed from the Advance Rents
Reserve Sub-Account had such rents not been paid late. Manager, CCL
and the Guarantors shall provide Trustee with bills or a statement
of amounts due for such calendar year pursuant to such Leases on or
before the fifteenth (15th) day prior to the commencement of
the applicable calendar year which shall be accompanied by an
Officer’s Certificate and such other documents as may be
reasonably required by Trustee to establish the amounts required to
be deposited into the Advance Rents Reserve Sub-Account.
“ Asset Sales
Sub-Account ” as defined in
Section 2.1(c).
“ Cash Trap Reserve
Sub-Account ” as defined in
Section 2.1(c).
“ Collateral
” as defined in Section 5.1.
“ Debt Service
Sub-Account ” as defined in
Section 2.1(c).
“ Deposit
Account ” as defined in
Section 2.1(a).
“ Deposit Account
Control Agreement ” as defined in
Section 2.1(a).
“ Deposit Bank
” as defined in Section 2.1(a).
“ Eligible
Account ” means a separate and identifiable account
from all other funds held by the holding institution, which account
is either (i) an account maintained with an Eligible Bank or
(ii) a segregated trust account maintained by a corporate
trust department of a federal depository institution or a state
chartered depository institution subject to regulations regarding
fiduciary funds on deposit similar to Title 12 of the Code of
Federal Regulation §9.10(b), which, in either case, has
corporate trust powers and is acting in its fiduciary capacity or
is otherwise acceptable to the Rating Agencies.
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“ Eligible Bank
” means a bank that (i) satisfies the Rating Criteria
and (ii) insures the deposits thereunder through the Federal
Deposit Insurance Corporation.
“ Excess Cash
Flow ” means all funds remaining in the Lock Box
Account after the distributions and allocations of all amounts
required to be allocated or distributed pursuant to clause
(i) through (v) of Section 3.3(a).
“ Extraordinary
Receipts ” means any receipts of the Guarantors not
included within the definition of Operating Revenues under the
Indenture, including, without limitation, receipts from litigation
proceedings and tax certiorari proceedings.
“ Impositions and
Insurance Reserve Sub-Account ” as defined in
Section 2.1(c).
“ Interest Payment
Date ” means each
February 1, May 1, August 1 or
November 1 on which interest on the Notes is due and
payable.
“ Lock Box
Account ” as defined in
Section 2.1(b).
“ Monthly Debt Service
Payment Amount ” means an amount equal to one third
(1/3rd) of the interest due on the Notes on the next Interest
Payment Date during the term of the Notes.
“ Monthly Impositions
and Insurance Amount ” means an amount equal to one
twelfth (1/12th) of the annual Impositions and Insurance
Premiums that Manager reasonably estimates will be payable with
respect to (or if covered by blanket insurance policies, allocated
to) the Properties during the next twelve months, plus any
additional amounts related to deficiencies pursuant to
Section 2.1(c)(ii).
“ Monthly Payment
Date ” means the first (1st) day of each
calendar month or, if any such first (1st) day is not a
Business Day, the next succeeding Business Day, beginning in
June 1, 2009.
“ Permitted
Investments ” means any one or more of the following
obligations or securities acquired at a purchase price of not
greater than par (unless cash is deposited into the applicable
Sub-Account in the amount by which the purchase price exceeds par),
payable on demand or having a maturity date not later than the
business day immediately prior to the date on which the invested
sums are required for payment of an obligation for which the
related Sub-Account was created and meeting one of the appropriate
standards set forth below:
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(i)
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obligations of, or obligations
fully guaranteed as to payment of principal and interest by, the
United States or any agency or instrumentality thereof, provided
such obligations are backed by the full faith and credit of the
United States of America including, without limitation, obligations
of: the U.S. Treasury (all
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direct or fully guaranteed
obligations), the Farmers Home Administration (certificates of
beneficial ownership), the General Services Administration
(participation certificates), the U.S. Maritime Administration
(guaranteed Title XI financing), the Small Business Administration
(guaranteed participation certificates and guaranteed pool
certificates), the U.S. Department of Housing and Urban Development
(local authority bonds) and the Washington Metropolitan Area
Transit Authority (guaranteed transit bonds); provided, however,
that the Investments described in this clause (i) must
(A) have a predetermined fixed dollar amount of principal due
at maturity that cannot vary or change, (B) if rated by
S&P, not have an “r” highlighter affixed to their
rating, (C) if such Investments have a variable rate of
interest, have an interest rate tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately
with that index, and (D) not be subject to liquidation prior
to their maturity;
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(ii)
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Federal Housing
Administration debentures;
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(iii)
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obligations of
the following United States government sponsored agencies: Federal
Home Loan Mortgage Corp. (debt obligations), the Farm Credit System
(consolidated systemwide bonds and notes), the Federal Home Loan
Banks (consolidated debt obligations), the Federal National
Mortgage Association (debt obligations), the Student Loan Marketing
Association (debt obligations), the Financing Corp. (debt
obligations), and the Resolution Funding Corp. (debt obligations);
provided, however , that the Investments described in this
clause (iii) must (A) have a predetermined fixed dollar
amount of principal due at maturity that cannot vary or change,
(B) if rated by S&P, not have an “r”
highlighter affixed to their rating, (C) if such Investments
have a variable rate of interest, have an interest rate tied to a
single interest rate index plus a fixed spread (if any) and must
move proportionately with that index, and (D) not be subject
to liquidation prior to their maturity;
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(iv)
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federal funds,
unsecured certificates of deposit, time deposits, bankers’
acceptances and repurchase agreements with maturities of not more
than 365 days of any bank, the short term obligations of which at
all times are rated in the highest short term rating category by
each Rating Agency (or, if not rated by all Rating Agencies, rated
by at least one Rating Agency in the highest short term rating
category and otherwise acceptable to each other Rating Agency;
provided, however , that the Investments described in this
clause (iv) must (A) have a predetermined fixed dollar
amount of principal due at maturity that cannot vary or change,
(B) if rated by S&P, not have an “r”
highlighter affixed to their rating, (C) if such Investments
have a variable rate of interest, have an interest rate tied to a
single interest rate index plus a fixed spread (if any) and must
move proportionately with that index, and (D) not be subject
to liquidation prior to their maturity;
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(v)
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fully Federal
Deposit Insurance Corporation-insured demand and time deposits in,
or certificates of deposit of, or bankers’ acceptances issued
by, any bank or trust company, savings and loan association or
savings bank, the short term obligations of which at all times are
rated in the highest short term rating category by each Rating
Agency (or, if not rated by all Rating Agencies, rated by at least
one Rating Agency in the highest short term rating category and
otherwise acceptable to each other Rating Agency); provided,
however , that the Investments described in this clause
(v) must (A) have a predetermined fixed dollar of
principal due at maturity that cannot vary or change, (B) if
rated by S&P, not have a “r” highlighter affixed to
their rating, (C) if such Investments have a variable rate of
interest, have an interest rate tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately
with that index, and (D) not be subject to liquidation prior
to their maturity;
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(vi)
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debt
obligations with maturities of not more than 365 days and at all
times rated by each Rating Agency (or, if not rated by all Rating
Agencies, rated by at least one Rating Agency and otherwise
acceptable to each other Rating Agency) in its highest long-term
unsecured debt rating category; provided, however, that the
Investments described in this clause (vi) must (A) have a
predetermined fixed dollar amount of principal due at maturity that
cannot vary or change, (B) if rated by S&P, not have an
“r” highlighter affixed to their rating, (C) if
such Investments have a variable rate of interest, have an interest
rate tied to a single interest rate index plus a fixed spread (if
any) and must move proportionately with that index, and
(D) not be subject to liquidation prior to their
maturity;
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(vii)
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commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof)
with maturities of not more than 365 days and that at all times is
rated by each Rating Agency (or, if not rated by all Rating
Agencies, rated by at least one Rating Agency and otherwise
acceptable to each other Rating Agency,) in its highest short-term
unsecured debt rating; provided , however , that the
Investments described in this clause (vii) must (A) have
a predetermined fixed dollar amount of principal due at maturity
that cannot vary or change, (B) if rated by S&P, not have
a “r” highlighter affixed to their rating, (C) if
such Investments have a variable rate of interest, have an interest
rate tied to a single interest rate index plus a fixed spread (if
any) and must move proportionately with that index, and
(D) not be subject to liquidation prior to their
maturity;
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(viii)
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units of
taxable money market funds or mutual funds, which funds are
regulated investment companies, seek to maintain a constant net
asset value per share and have the highest rating from each Rating
Agency (or, if not rated by all Rating Agencies, rated by at least
one Rating Agency and otherwise acceptable to each other Rating
Agency) for money market funds or mutual funds; and
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(ix)
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any other
security, obligation or investment which has been approved as a
Permitted Investment in writing by each Rating Agency, as evidenced
by a written confirmation that the designation of such security,
obligation or investment as a Permitted Investment will not, in and
of itself, result in a downgrade, qualification or withdrawal of
the initial or, if higher, then current ratings assigned to the
Notes by such Rating Agency;
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provided, however
, that such instrument continues to
qualify as a “cash flow investment” pursuant to Code
Section 860G(a)(6) earning a passive return in the nature of
interest and no obligation or security shall be a Permitted
Investment if (A) such obligation or security evidences a
right to receive only interest payments or (B) the right to
receive principal and interest payments on such obligation or
security are derived from an underlying investment that provides a
yield to maturity in excess of 120% of the yield to maturity at par
of such underlying investment; and provided, further , no
obligation or security, other than an obligation or security
constituting real estate assets, cash, cash items or Government
Securities pursuant to Code Section 856(c)(4)(A), shall be a
Permitted Investment if the value of such obligation or security
exceeds ten percent (10%) of the total value of the
outstanding securities of any one issuer.
“ Pledge and Security
Agreement ” means the Pledge and Security Agreement
dated as of the date hereof, made by CCL, Pinnacle Towers LLC,
Pinnacle Towers III LLC and Pinnacle Towers V Inc., in favor of
Trustee.
“
Quarterly Advance Rents Reserve Deposit ” means
two-thirds (2/3rds) of the amount of rent due and paid
pursuant to Leases which require that quarterly rent due thereunder
be paid in advance during the first (1 st ) month of each calendar
quarter (i.e., January, April, July and October); provided,
however , if rents which are required to be delivered as
Quarterly Advance Rents Reserve Deposits are received late,
appropriate adjustments shall be made taking into consideration
amounts which, but for such late payment of rent, would have
previously been distributed from the Advance Rents Reserve
Sub-Account had such rents not been paid late. Manager, CCL and the
Guarantors shall provide Trustee with bills or a statement of
amounts due for such calendar quarter pursuant to such Leases on or
before the fifteenth (15th) day prior to the commencement of
the applicable calendar quarter which shall be accompanied by an
Officer’s Certificate and such other documents as may be
reasonably required by Trustee to establish the amounts required to
be deposited into the Advance Rents Reserve Sub-Account.
“ Rating
Criteria ”, with respect to any Person, means that
(i) the short-term unsecured debt obligations of such Person
are rated at least “A-1” by S&P, “P-1”
by Moody’s and “F-I” by Fitch, if deposits are
held by such Person for a period of less than one month, or
(ii) the long-term unsecured debt obligations of such Person
are rated at least “AA-” by S&P (or “A”
if the short-term unsecured debt obligations of such person are
rated at least “A-1”), “Aa3” by
Moody’s and “AA-” by Fitch, if deposits are held
by such Person for a period of one month or more.
“ Receipts
” means, collectively, all revenues, receipts and other
payments to CCL and the Guarantors of every kind arising from
ownership, operation or management of the Properties, including
without limitation, all warrants, stock options, or equity
interests in any
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tenant, licensee or other Person occupying space
at, or providing services related to or for the benefit of, the
Properties received by CCL and the Guarantors or any Related Person
in lieu of rent or other payment, but excluding, (i) any
amounts received by CCL or the Guarantors and required to be paid
to any Person that is not a Related Person as management fees,
brokerage fees, fees payable to the owner of a Managed Property or
similar fees or reimbursements, (ii) any other amounts
received by CCL, the Guarantors or any Related Person that
constitute the property of a Person other than CCL or a Guarantor
(including, without limitation, all revenues, receipts and other
payments arising from the ownership, operation or management of
properties by Affiliates of the Guarantor), and (iii) security
deposits received under a Lease, unless and until such security
deposits are applied to the payment of amounts due under such
Lease. For purposes of this definition, the term “Related
Person” means any Person in which CCL or any Guarantor holds,
individually or in the aggregate, greater than a 10% equity
interest.
“ Securities
Accounts ” means, collectively, the Lock Box Account
and the Sub-Accounts.
“ Security
Agreement ” means the Security Agreement dated as of
the date hereof made by the Guarantors in favor of
Trustee.
“ Sub-Accounts
” means, collectively, the Debt Service Sub-Account, the
Impositions and Insurance Reserve Sub-Account, the Cash Trap
Reserve Sub-Account, the Advance Rents Reserve Sub-Account, the
Asset Sales Sub-Account, and any other sub-accounts of the Lock Box
Account which may hereafter be established by Trustee
hereunder.
“ Tenant ”
means any Person that is a tenant or occupant of any portion of the
Properties under any Lease now or hereafter in effect.
“ Third-Party
Receipts ” means any sums deposited into the Lock Box
Account which represent funds delivered to the Guarantors or
Manager on account of any Person other than the Guarantors, which
sums are required to be paid, or reimbursed, to any such Person by
the Guarantors or Manager, and for which the Guarantors have
delivered documentation reasonably satisfactory to Trustee
establishing the amounts of such Third-Party Receipts.
“ Tenant Direction
Letter ” as defined in
Section 2.2(a).
“ Transaction
Documents ” means the Indenture, the Notes, the
Security Documents, the Management Agreement and each other
agreement contemplated by any of the foregoing.
“ UCC ” as
defined in Section 5.1(a)(iv).
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II.
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THE ACCOUNTS
AND SUB-ACCOUNTS
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Section 2.1 Establishment of
Deposit Account, Lock Box Account, Sub-Accounts and Other
Accounts .
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(a)
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Deposit
Account . CCL and the
Guarantors acknowledge and confirm that they have established and
will maintain one or more lock box(es) and related deposit
account(s) (collectively, the “ Deposit Account
”) with a financial institution selected by CCL or the
Guarantors and reasonably acceptable to Trustee, provided such
institution qualifies as an Eligible Bank (the “
Deposit Bank ”), pursuant to an agreement (the
“ Deposit Account Control Agreement ”) in
Trustee’s form or otherwise in form and substance reasonably
acceptable to Trustee, executed and delivered by CCL, the
Guarantors and the Deposit Bank. Among other things, the Deposit
Account Control Agreement shall provide that upon activation
neither CCL nor the Guarantors shall have access to or control over
the deposit box or the Deposit Account, that all deposits into the
deposit box shall be deposited by the Deposit Bank into the Deposit
Account as received, and that all available funds on deposit in the
Deposit Account shall be deposited by wire transfer (or transfer
via the ACH System) every Business Day by the Deposit Bank into the
Lock Box Account or to any other account or accounts as Trustee may
direct in accordance with Trustee’s directions.
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(b)
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Lock Box
Account . CCL and the
Guarantors acknowledge and confirm that they have established and
will maintain with Bank an Eligible Account for the purposes
specified herein, which shall be entitled “Lock Box Account
for the benefit of The Bank of New York Mellon Trust Company, N.A.,
its successors and assigns, as secured party” (said account,
and any account replacing the same in accordance with this
Agreement, the “ Lock Box Account ”). The
Lock Box Account shall be under the sole dominion and control of
Trustee, and neither CCL nor the Guarantors shall have rights to
control or direct the investment or payment of funds therein except
as may be expressly provided herein. The funds of CCL and the
Guarantors may be co-mingled hereunder.
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Any amounts that Trustee may hold in
reserve pursuant to the Indenture may be held by Trustee in the
Lock Box Account (including in a Sub-Account thereof) or may be
held in another account or manner as specified in the
Indenture.
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(c)
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Sub-Accounts
of the Lock Box Account .
The Lock Box Account shall be deemed to contain the following
Sub-Accounts (which may be maintained as separate ledger
accounts):
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(i) “ Debt Service
Sub-Account ” shall mean the Sub-Account of the Lock
Box Account established for the purpose of depositing the amounts
required for payment of principal and interest under the Notes and
the Indenture and all other amounts due pursuant to the Notes and
the Indenture.
(ii) “ Imposition and
Insurance Reserve Sub-Account ” shall mean the
Sub-Account of the Lock Box Account established for the purpose of
depositing the sums required to be deposited for payment of
Impositions and Insurance Premiums. CCL and the Guarantors are
required to make
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monthly deposits into the Imposition
and Reserve Sub-Account in an amount equal to the Monthly
Imposition and Insurance Amount. If at any time Manager reasonably
determines that the amount in the Imposition and Insurance Reserve
Sub-Account will not be sufficient to pay the Imposition and
Insurance Premiums when due, CCL and the Guarantors are required to
increase the monthly deposits by the amount that Manager estimates
is sufficient to make up the deficiency.
(iii) “ Cash Trap
Reserve Sub-Account ” shall mean the Sub-Account of
the Lock Box Account established for the purpose of depositing 100%
of all Excess Cash Flow for as long as a Cash Trap Event is
continuing.
(iv) “ Asset Sales
Sub-Account ” shall mean the Sub-Account of the Lock
Box Account established for the purpose of depositing any Net
Proceeds and Event of Loss Proceeds prior to their application in
accordance with Sections 4.10 and 4.21, respectively, of the
Indenture.
(v) “ Advance Rents
Reserve Sub-Account ” shall mean the Sub-Account of
the Lock Box Account established for the purpose of depositing the
Advance Rents Reserve Deposit.
Section 2.2
Deposits into Accounts
. Each of CCL, the Guarantors and Manager represents, warrants
and covenants that:
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(a)
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To the extent
not previously notified, Manager, CCL and the Guarantors shall
notify and advise each tenant under each Lease to send directly to
the deposit box or Deposit Account all payments of Receipts
pursuant to an instruction letter in the form of Exhibit A
(each a “ Tenant Direction Letter ”).
Pursuant to the Deposit Account Control Agreement, all available
funds on deposit in the Deposit Account shall be deposited by the
Deposit Bank into the Lock Box Account by wire transfer (or
transfer via the ACH System) on each Business Day.
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(b)
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If,
notwithstanding the provisions of this Section 2.2, CCL, the
Guarantors or Manager receives any Receipts from any Property, or
any Extraordinary Receipts, then (i) such amounts shall be
deemed to be Collateral and shall be held in trust for the benefit,
and as the property, of Trustee and applied pursuant to the terms
of this Agreement, (ii) such amounts shall not be commingled
with any other funds or property of CCL, the Guarantors or Manager,
and (iii) CCL, the Guarantors or Manager shall deposit such
amounts in the Deposit Account within two (2) Business Days of
receipt. Provided no Event of Default has occurred and is then
continuing, Extraordinary Receipts shall be held and applied as
“rents” in accordance with Section 3.3 hereof when
and as received.
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(c)
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Without the
prior written consent of Trustee, none of CCL, the Guarantors or
Manager shall (i) terminate, amend, revoke or modify any
Tenant Direction Letter in any manner whatsoever, or
(ii) direct or cause any Tenant or other Person to pay any
amount in any manner other than as provided in the related Tenant
Direction Letter.
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(d)
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Each of CCL,
the Guarantors and Manager shall cause any Net Proceeds or Event of
Loss Proceeds to be deposited directly into the Asset Sale
Sub-Account as same are paid (or, if any such proceeds are received
by the Guarantors or Manager, same shall be deposited into the
Asset Sale Sub-Account within two (2) Business Days after
receipt thereof) and such proceeds shall be allocated and disbursed
in accordance with Section 4.1 hereof.
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Section 2.3 Account Name
. The Securities Accounts
shall each be in the name of Trustee, as secured party;
provided , however , that in the event Trustee
resigns or is removed in accordance with Section 7.08 of the
Indenture, Bank, at Trustee’s request shall change the name
of each Securities Account to the name of the successor or
assignee. The Deposit Account shall be in the name of CCL or the
Guarantors, provided, however , that in the event Trustee
resigns or is removed in accordance with Section 7.08 of the
Indenture, Trustee shall notify Deposit Bank to change the name of
the secured party on the Deposit Account to the name of the
successor or assignee. The account number of each Account as of the
Issue Date is set forth on Schedule I hereto.
Section 2.4
Eligible
Accounts/Characterization of Accounts . Each Account shall
be an Eligible Account. Each Securities Account is and shall be
treated as a “securities account” as such term is
defined in Section 8-501(a) of the UCC. Bank hereby agrees
that each item of property (whether investment property, financial
asset, securities, securities entitlement, instrument, cash or
other property) credited to each Account shall be treated as a
“financial asset” within the meaning of
Section 8-102(a)(9) of the UCC. Bank shall, subject to the
terms of this Agreement, treat Trustee as ent
