The Accounts Bank, acting as securities intermediary, will have the obligations of a “securities intermediary” under Article 8 of the UCC, and acting as a bank with respect to the Project Accounts, will have the obligations of a “bank” under [Article 9] of the UCC. 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 Lender and, as expressly provided in this Agreement, the 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 and/or security 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 of property held in the Project Accounts as the Accounts Bank uses in respect of property held for its own sole benefit. The provisions of this Article 7 are solely for the benefit of the Accounts Bank and the Lender.

The Lender hereby appoints and authorizes the Accounts Bank to act as its depository and as its “securities intermediary” or “bank” (within the meaning of [Section 9-] 102(a)(8) of the UCC) with respect to the Project Accounts, with such powers as are expressly delegated to the Accounts Bank by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Accounts Bank hereby accepts each such appointment and agrees to act as the depository for the Lender and as the “securities intermediary” or “bank” with respect to the Project Accounts, for the benefit of the Lender in accordance with the terms of this Agreement. The Accounts Bank further agrees to accept and hold, as “securities intermediary” or as a “bank”, in its custody and in accordance with the terms of this Agreement, for the Lender, the Project Accounts and the Account Collateral.

In performing its functions and duties under this Agreement, the Accounts Bank will act solely as the depository of the Lender, and as securities intermediary or as a bank, as the case may be, with respect to the Project Accounts for the benefit of the Lender. The Accounts Bank does not assume and will not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Borrower or any Person other than the Lender. Neither the Lender nor the Borrower will have any rights against the Accounts Bank hereunder, other than for the Accounts Bank’s gross negligence or willful misconduct as finally determined in a non-appealable order by a court of competent jurisdiction. Except as otherwise expressly provided in this Agreement, the Borrower will not have any right to direct the Accounts Bank to distribute or allocate any funds, instruments, securities, financial assets or other assets in the Project Accounts or to withdraw or transfer any funds, instruments, securities, financial assets or other assets from the Project Accounts. Except as otherwise expressly provided in this Agreement, the Lender will have the sole right to issue directions and instructions to the Accounts Bank, acting as securities intermediary or bank, as the case may be, in accordance with this Agreement, and to issue entitlement orders with respect to the Project Accounts. It is expressly understood and agreed that any investment made with funds held in the Project Accounts may be made only in accordance with the express provisions of Section 4.8 and, when an investment is so made, it is expressly understood and agreed that such investment was made with the permission of the Lender in the exercise of its exclusive possession of, and dominion and control over, the Project Accounts, which it maintains through the Accounts Bank.