Common use of Certificate Accounts Clause in Contracts

Certificate Accounts. (a) The Trust shall establish and -------------------- maintain with the Certificate Trustee on behalf of the Holders of Certificates of each Series or Class a Certificate Account with respect to such Series or Class as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04, in the corporate trust department of an Eligible Institution, in the name of the Certificate Trustee for the benefit of such Certificateholders. The Certificate Trustee shall hold each Certificate Account in trust for the benefit of the Holders of Certificates of the corresponding Series or Class, and shall make or permit withdrawals therefrom only as provided in this Trust Agreement. On each day when a Payment or Special Payment (other than a Special Payment that represents the proceeds of any sale pursuant to Article V hereof by the Certificate Trustee of any Note) is made to the Certificate Trustee, as holder of Notes of any Series or Class, the Certificate Trustee upon receipt shall immediately deposit the aggregate amount of such Payment or Special Payment in the Certificate Account for the corresponding Series or Class of Certificates. If a Swap has been executed with respect to any Series or Class of Certificates, the proceeds of such Payment or Special Payment in any Certificate Account shall be applied to satisfy any Swap Payment, or if a payment is due to the Trust under the Swap, any Swap Revenue shall be credited to such Certificate Account. Upon the sale of any Note by the Certificate Trustee pursuant to Article V hereof and the realization of any proceeds thereof, the Certificate Trustee shall deposit the aggregate amount of such proceeds as a Special Payment in the Certificate Account for the Series or Class of Certificates corresponding to the Series or Class of the Note so sold. (b) The Certificate Trustee shall present to the Note Trustee for payment each Note on its Final Maturity Date, or, in the case of any redemption or repayment of such Note in full prior to its Final Maturity Date, on the applicable Payment Date therefor.

Certificate Accounts. (a) The Trust shall establish and -------------------- maintain with the Certificate Trustee on behalf of the Holders of Certificates of each Series or Class a Certificate Account with respect to such Series or Class as one or more segregated trust accounts, which shall be non-interest bearing except as provided in Section 4.04, in the corporate trust department of an Eligible Institution, in the name of the Certificate Trustee for the benefit of such Certificateholders. The Certificate Trustee shall hold each Certificate Account in trust for the benefit of the Holders of Certificates of the corresponding Series or Class, and shall make or permit withdrawals therefrom only as provided in this Trust Agreement. On each day when a Payment or Special Payment (other than a Special Payment that represents the proceeds of any sale pursuant to Article V hereof by the Certificate Trustee of any Note) is made to the Certificate Trustee, as holder of Notes of any Series or Class, the Certificate Trustee upon receipt shall immediately deposit the aggregate amount of such Payment or Special Payment in the Certificate Account for the corresponding Series or Class of Certificates. If a Swap has been executed with respect to any Series or Class of Certificates, the proceeds of such Payment or Special Payment in any Certificate Account shall be applied to satisfy any Swap Payment, or if a payment is due to the Trust under the Swap, any Swap Revenue shall be credited to such Certificate Account. Upon the sale of any Note by the Certificate Trustee pursuant to Article V hereof and the realization of any proceeds thereof, the Certificate Trustee shall deposit the aggregate amount of such proceeds as a Special Payment in the Certificate Account for the Series or Class of Certificates corresponding to the Series or Class of the Note so sold. (b) The Certificate Trustee shall present to the Note Trustee for payment each Note on its Final Maturity Date, or, in the case of any redemption or repayment of such Note in full prior to its Final Maturity Date, on the applicable Payment Date therefor. (c) The Certificate Trustee (or any Paying Agent other than the Certificate Trustee) shall have sole dominion and exclusive control over all monies in the Certificate Accounts and shall apply such amounts therein as provided in this Article.

Certificate Accounts. (a) The Trust Certificate Trustee shall establish and -------------------- maintain with maintain, for the Certificate Trustee Issuer, on behalf of the Holders of Certificates of each Series Class one or Class a Certificate Account more segregated trust accounts (which trust accounts need not be separate bank accounts) with respect to such Series or Class as one or more accounts(each, a "Certificate Account"), which shall be non-interest bearing except as provided in Section 4.04, in the corporate trust department of an Eligible Institution, in the name of the Certificate Trustee for the benefit of such Certificateholders. The Certificate Trustee shall hold each Certificate Account in trust for the benefit of the Holders of Certificates of the corresponding Series or Class, and shall make or permit withdrawals therefrom only as provided in this Trust AgreementCertificate Indenture. On each day when a Payment or Special Payment (other than a Special Payment that represents the proceeds of any sale pursuant to Article V hereof by the Certificate Trustee of any Note) is made to the Certificate Trustee, as holder of Notes of any Series or Class, the Certificate Trustee upon receipt shall immediately deposit the aggregate amount of such Payment or Special Payment in the Certificate Account for the corresponding Series or Class of Certificates. If a Swap has been executed with respect to any Series or Class of Certificates, the proceeds of such Payment or Special Payment in any Certificate Account shall be applied to satisfy any Swap Payment, or if a payment is due to the Trust under the Swap, any Swap Revenue shall be credited to such Certificate Account. Upon the sale of any Note by the Certificate Trustee pursuant to Article V hereof and the realization of any proceeds thereof, the Certificate Trustee shall deposit the aggregate amount of such proceeds as a Special Payment in the Certificate Account for the Series or Class of Certificates corresponding to the Series or Class of the Note so sold. (b) The Certificate Trustee shall present to the Note Trustee for payment each Note on its Final Maturity Date, or, in the case of any redemption or repayment of such Note in full prior to its Final Maturity Date, on the applicable Payment Date therefor. (c) The Certificate Trustee (or any Paying Agent other than the Certificate Trustee) shall have sole dominion and exclusive control over all monies in the Certificate Accounts and shall apply such amounts therein as provided in this Article.

Certificate Accounts. (a) The Trust Certificate Trustee shall establish and -------------------- maintain with maintain, for the Certificate Trustee Issuer, on behalf of the Holders of Certificates of each Series Class one or Class a Certificate Account more segregated trust accounts with respect to such Series or Class as one or more accounts(each, a "Certificate Account"), which shall be non-interest bearing except as provided in Section 4.04, in the corporate trust department of an Eligible Institution, in the name of the Certificate Trustee for the benefit of such Certificateholders. The Certificate Trustee shall hold each Certificate Account in trust for the benefit of the Holders of Certificates of the corresponding Series or Class, and shall make or permit withdrawals therefrom only as provided in this Trust AgreementCertificate Indenture. On each day when a Payment or Special Payment (other than a Special Payment that represents the proceeds of any sale pursuant to Article V hereof by the Certificate Trustee of any Note) is made to the Certificate Trustee, as holder of Notes of any Series or Class, the Certificate Trustee upon receipt shall immediately deposit the aggregate amount of such Payment or Special Payment in the Certificate Account for the corresponding Series or Class of Certificates. If a Swap has been executed with respect to any Series or Class of Certificates, the proceeds of such Payment or Special Payment in any Certificate Account shall be applied to satisfy any Swap Payment, or if a payment is due to the Trust under the Swap, any Swap Revenue shall be credited to such Certificate Account. Upon the sale of any Note by the Certificate Trustee pursuant to Article V hereof and the realization of any proceeds thereof, the Certificate Trustee shall deposit the aggregate amount of such proceeds as a Special Payment in the Certificate Account for the Series or Class of Certificates corresponding to the Series or Class of the Note so sold. (b) The Certificate Trustee shall present to the Note Trustee for payment each Note on its Final Maturity Date, or, in the case of any redemption or repayment of such Note in full prior to its Final Maturity Date, on the applicable Payment Date therefor. (c) The Certificate Trustee (or any Paying Agent other than the Certificate Trustee) shall have sole dominion and exclusive control over all monies in the Certificate Accounts and shall apply such amounts therein as provided in this Article.

Certificate Accounts. (a) (i) The Trust Certificate Trustee shall establish and -------------------- maintain or shall cause to be established with the Securities Intermediary, as applicable, for the Certificate Trustee Issuer, on behalf of the Holders of Certificates of each Series Tranche one or Class a Certificate Account more segregated trust accounts with respect to such Series or Class as one or more accountsTranche (each, a “Certificate Account”), which shall be non-interest bearing except deposit accounts maintained with the Certificate Trustee or constituting securities accounts, as provided in Section 4.04, in located at the corporate trust department of an Certificate Trustee’s Corporate Trust Office, or at another Eligible Institution, in each case in the name of the Certificate Trustee for the benefit of such CertificateholdersTrustee. The Certificate Trustee shall hold each Certificate Account in trust for the benefit of the Holders of Certificates of the corresponding Series or ClassCertificates, and shall make or permit withdrawals therefrom only as provided in this Trust AgreementCertificate Indenture. On each day when a Payment or Special Payment (other than a Special Payment that represents the proceeds of any sale pursuant to Article V hereof by the Certificate Trustee of any NoteBond of a Bond Issuer or amounts recovered by the Certificate Trustee from any judicial proceeding instituted by the Certificate Trustee pursuant to Section 5.03 hereof) is made to the Certificate Trustee, as holder of Notes Bonds of such Bond Issuer of any Series or ClassTranche, the Certificate Trustee upon receipt shall immediately deposit the aggregate amount of such Payment or Special Payment in the a Certificate Account for the corresponding Series or Class Tranche of Certificates. If a Swap has been executed with respect to any Series or Class of Certificates, the proceeds of such Payment or Special Payment in any Certificate Account shall be applied to satisfy any Swap Payment, or if a payment is due to the Trust under the Swap, any Swap Revenue shall be credited to such Certificate Account. Upon the sale of any Note Bond of a Bond Issuer by the Certificate Trustee pursuant to Article V and the realization of any proceeds thereof or the institution of any judicial proceeding by the Certificate Trustee pursuant to Section 5.03 hereof and the realization of any proceeds thereofamounts therefrom, the Certificate Trustee shall deposit the aggregate amount of such proceeds as a Special Payment in the respective Certificate Accounts for each Tranche of Certificates. All Special Payments not promptly distributed shall be deposited in a Certificate Account for the Series or Class of Certificates corresponding to the Series or Class of the Note so soldconstituting a securities account as provided in Section 4.04. (b) The Certificate Trustee shall present to the Note Trustee for payment each Note on its Final Maturity Date, or, in the case of any redemption or repayment of such Note in full prior to its Final Maturity Date, on the applicable Payment Date therefor.

Certificate Accounts. (a) The Trust Certificate Trustee shall establish and -------------------- maintain with maintain, for the Certificate Trustee Issuer, on behalf of the Holders of Certificates of each Series Class (and, in the case of a Class of floating rate Certificates, the related Swap Counterparty) one or Class a Certificate Account more segregated trust accounts with respect to such Series or Class as one or more accounts(each, a "Certificate Account"), which shall be non-interest bearing except as provided in Section 4.04, in the corporate trust department of an Eligible Institution, in the name of the Certificate Trustee for the benefit of such CertificateholdersCertificateholders and the related Swap Counterparty. The Certificate Trustee shall hold each Certificate Account in trust for the benefit of the Holders of Certificates of the corresponding Series or ClassClass (and, in the case of a Class of floating rate Certificates, the related Swap Counterparty), and shall make or permit withdrawals therefrom only as provided in this Trust AgreementCertificate Indenture. On each day when a Payment or Special Payment (other than a Special Payment that represents the proceeds of any sale pursuant to Article V hereof by the Certificate Trustee of any Note) is made to the Certificate Trustee, as holder of Notes of any Series or Class, the Certificate Trustee upon receipt shall immediately deposit the aggregate amount of such Payment or Special Payment in the Certificate Account for the corresponding Series or Class of Certificates. If Certificates (and, in the case of a Swap has been executed with respect to any Series or Class of floating rate Certificates, the proceeds of such Payment or Special Payment related Swap Counterparty on a pari passu basis with the related floating rate Certificateholders). The Certificate Trustee shall immediately deposit in any Certificate Account shall the Class A-4 Subaccount all amounts required to be applied deposited therein pursuant to satisfy any Swap Payment, or if a payment is due to the Trust under the Swap, any Swap Revenue shall be credited to such Certificate AccountSection 2.01. Upon the sale of any Note by the Certificate Trustee pursuant to Article V hereof and the realization of any proceeds thereof, the Certificate Trustee shall deposit the aggregate amount of such proceeds as a Special Payment in the Certificate Account for the Series or Class of Certificates (and, in the case of a Class of floating rate Certificates, the related Swap Counterparty on a pari passu basis with the related floating rate Certificateholders) corresponding to the Series or Class of the Note so sold. (b) The Certificate Trustee shall present to the Note Trustee for payment each Note on its Final Maturity Date, or, in the case of any redemption or repayment of such Note in full prior to its Final Maturity Date, on the applicable Payment Date therefor. (c) The Certificate Trustee (or any Paying Agent other than the Certificate Trustee) shall have sole dominion and exclusive control over all monies in the Certificate Accounts and shall apply such amounts therein as provided in this Article.

Certificate Accounts. (a) (i) The Trust Certificate Trustee shall establish and -------------------- maintain or shall cause to be established with the Securities Intermediary, as applicable, for the Certificate Trustee Issuer, on behalf of the Holders of Certificates of each Series Tranche one or Class a Certificate Account more segregated trust accounts with respect to such Series or Class as one or more accountsTranche (each, a “Certificate Account”), which shall be non-interest bearing deposit accounts except for the Certificate Accounts constituting securities accounts as provided in Section 4.04, in located at the corporate trust department of an Certificate Trustee’s Corporate Trust Office, or at another Eligible Institution, in the name of the Certificate Trustee for the benefit of such Certificateholders. The Certificate Trustee shall hold each Certificate Account in trust for the benefit of the Holders of Certificates of the corresponding Series or ClassTranche, and shall make or permit withdrawals therefrom only as provided in this Trust AgreementCertificate Indenture. On each day when a Payment or Special Payment (other than a Special Payment that represents the proceeds of any sale pursuant to Article V hereof by the Certificate Trustee of any NoteBond of a Bond Issuer) is made to the Certificate Trustee, as holder of Notes Bonds of such Bond Issuer of any Series or ClassTranche, the Certificate Trustee upon receipt shall immediately deposit the aggregate amount of such Payment or Special Payment in the a Certificate Account for the corresponding Series or Class Tranche of Certificates. If a Swap has been executed with respect to any Series or Class of Certificates, the proceeds of such Payment or Special Payment in any Certificate Account shall be applied to satisfy any Swap Payment, or if a payment is due to the Trust under the Swap, any Swap Revenue shall be credited to such Certificate Account. Upon the sale of any Note Bond of a Bond Issuer by the Certificate Trustee pursuant to Article V hereof and the realization of any proceeds thereof, the Certificate Trustee shall deposit the aggregate amount of such proceeds as a Special Payment in the a Certificate Account for the Series or Class Tranche of Certificates corresponding to the Series or Class Tranche of the Note Bond of such Bond Issuer so sold. All Special Payments not promptly distributed shall be deposited in a Certificate Account constituting a securities account as provided in Section 4.04. (bii) The Certificate Trustee hereby confirms that the applicable Certificate Accounts are, or at inception will be established as, a “deposit account” as such term is defined in the UCC. (iii) The Securities Intermediary hereby confirms that (A) the applicable Certificate Accounts are, or at inception will be established as, a “securities account” as such term is defined in Section 8-501(a) of the UCC, (B) it is a “securities intermediary” (as such term is defined in Section 8-102(a) (14) of the UCC) and is acting in such capacity with respect to such securities accounts, and (C) the Certificate Trustee is the sole “entitlement holder” (as such term is defined in Section 8-102(a)(7) of the UCC) with respect to such securities accounts and no other Person shall present have the right to give “entitlement orders” (as such term is defined in Section 8-102(a)(8)) with respect to such securities accounts. The Securities Intermediary hereby further agrees that each item of property (whether investment property, financial asset, security, instrument or cash) received by it will be credited to the Note applicable Certificate Account and shall be treated by it as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (iv) Notwithstanding anything to the contrary, the State of New York shall be deemed to be the jurisdiction of the Certificate Trustee and the Securities Intermediary for payment each Note on its Final Maturity Datepurposes of the UCC, or, in and the case Certificate Accounts shall be governed by the laws of any redemption or repayment the State of such Note in full prior to its Final Maturity Date, on the applicable Payment Date thereforNew York.

Certificate Accounts. (a) The Trust On or before the Closing Date, the Master Servicer shall establish establish, and -------------------- thereafter maintain with the Certificate Trustee on behalf of the Holders of Certificates of each Series or Class a Certificate Account with respect to such Series or Class as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04, in the corporate trust department of an Eligible Institution, in the name of the Trustee, two separate accounts (the "Lower-Tier Certificate Account" and the "Upper-Tier Certificate Account"), each of which shall be an Eligible Account held by the Trustee for the benefit of such Certificateholders. The Certificate Trustee shall hold each Certificate Account in trust for the benefit of the Holders of Certificates of Certificateholders. The Master Servicer shall deposit to the corresponding Series or ClassLower-Tier Certificate Account in same day funds all funds received by it constituting the Interest Remittance Amount and Principal Collected Amount not later than 11:00 A.M. New York time on (i) the Business Day preceding each Distribution Date, if the Master Servicer is entitled to retain and shall make or permit withdrawals therefrom only as provided in this Trust Agreement. On each day when a Payment or Special Payment (other than a Special Payment that represents the proceeds of any sale commingle funds pursuant to Article V hereof by Section 3.02 or (ii) the Certificate Trustee of any Note) is made to the Certificate Trustee, as holder of Notes of any Series or Class, the Certificate Trustee upon second Business Day following receipt shall immediately deposit the aggregate amount of such Payment or Special Payment amounts in the Certificate Account for event the corresponding Series or Class of CertificatesMaster Servicer is not so entitled to retain and commingle funds. If a Swap has been executed with respect to any Series or Class of Certificates, The amounts deposited in the proceeds of such Payment or Special Payment in any Lower-Tier Certificate Account shall be applied net of the Monthly Servicing Fee and are subject to satisfy any Swap Payment, or if a payment is due withdrawal to the Trust under same extent that debits to the SwapHome Equity Loan Payment Record are permitted. On each Distribution Date, any Swap Revenue the Trustee shall be credited to such transfer all funds on deposit in the Lower-Tier Certificate Account. Upon , including the sale of any Note by Lower-Tier Distribution Amount, from the Certificate Trustee pursuant to Article V hereof and the realization of any proceeds thereof, the Certificate Trustee shall deposit the aggregate amount of such proceeds as a Special Payment in the Lower-Tier Certificate Account for the Series or Class of Certificates corresponding to the Series or Class of the Note so soldUpper-Tier Certificate Account. (b) The Master Servicer may cause the institution maintaining the Lower-Tier Certificate Trustee shall present Account to the Note Trustee for payment each Note on its Final Maturity Date, or, invest in the case name of the Trustee any funds in the Lower-Tier Certificate Account, which funds shall be invested in Permitted Investments designated in writing by the Master Servicer in its discretion and which shall mature not later than the Business Day preceding the Distribution Date following the date of such investment (except that any investment in an obligation of an institution with which the Lower-Tier Certificate Account is maintained, and which institution is rated A-1+ by Standard & Poor's and Fitch and P-1 by Moody's, may mature not later than 11:00 A.M. New York time on such Distribution Date) and shall not be sold or disposed of prior to their maturity. All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any redemption or repayment losses incurred in respect of any such Note investments shall be deposited in full prior to the Lower-Tier Certificate Account by the Master Servicer out of its Final Maturity Date, on the applicable Payment Date thereforown funds immediately as realized.

Certificate Accounts. (a) The Trust Certificate Trustee shall establish and -------------------- maintain with maintain, for the Certificate Trustee Issuer, on behalf of the Holders of Certificates of each Series Class one or Class a Certificate Account more segregated trust accounts with respect to such Series or Class as one or more accounts(each, a "Certificate Account"), which shall be non-interest bearing except as provided in Section 4.04, in the corporate trust department of an Eligible Institution, in the name of the Certificate Trustee for the benefit of such Certificateholders. The Certificate Trustee shall hold each Certificate Account in trust for the benefit of the Holders of Certificates of the corresponding Series or Class, and shall make or permit withdrawals therefrom only as provided in this Trust AgreementCertificate Indenture. On each day when a Payment or Special Payment (other than a Special Payment that represents the proceeds of any sale pursuant to Article V hereof by the Certificate Trustee of any Note) is made to the Certificate Trustee, as holder of Notes of any Series or Class, the Certificate Trustee upon receipt shall immediately deposit the aggregate amount of such Payment or Special Payment in the Certificate Account for the corresponding Series or Class of Certificates. If a Swap has been executed with respect The Certificate Trustee shall immediately deposit in the Class A-4 Subaccount all amounts required to any Series or Class of Certificates, the proceeds of such Payment or Special Payment in any Certificate Account shall be applied deposited therein pursuant to satisfy any Swap Payment, or if a payment is due to the Trust under the Swap, any Swap Revenue shall be credited to such Certificate AccountSection 2.01. Upon the sale of any Note by the Certificate Trustee pursuant to Article V hereof and the realization of any proceeds thereof, the Certificate Trustee shall deposit the aggregate amount of such proceeds as a Special Payment in the Certificate Account for the Series or Class of Certificates corresponding to the Series or Class of the Note so sold. (b) The Certificate Trustee shall present to the Note Trustee for payment each Note on its Final Maturity Date, or, in the case of any redemption or repayment of such Note in full prior to its Final Maturity Date, on the applicable Payment Date therefor. (c) The Certificate Trustee (or any Paying Agent other than the Certificate Trustee) shall have sole dominion and exclusive control over all monies in the Certificate Accounts and shall apply such amounts therein as provided in this Article.

Certificate Accounts. (a) (i) The Trust Certificate Trustee shall establish and -------------------- maintain or shall cause to be established with the Securities Intermediary, as applicable, for the Certificate Trustee Issuer, on behalf of the Holders of Certificates of each Series Tranche one or Class a Certificate Account more segregated trust accounts with respect to such Series or Class as one or more accountsTranche (each, a “Certificate Account”), which shall be non-interest bearing except deposit accounts maintained with the Certificate Trustee or constituting securities accounts, as provided in Section 4.04, in located at the corporate trust department of an Certificate Trustee’s Corporate Trust Office, or at another Eligible Institution, in each case in the name of the Certificate Trustee for the benefit of such CertificateholdersTrustee. The Certificate Trustee shall hold each Certificate Account in trust for the benefit of the Holders of Certificates of the corresponding Series or ClassCertificates, and shall make or permit withdrawals therefrom only as provided in this Trust AgreementCertificate Indenture. On each day when a Payment or Special Payment (other than a Special Payment that represents the proceeds of any sale pursuant to Article V hereof by the Certificate Trustee of any NoteBond of a Bond Issuer or amounts recovered by the Certificate Trustee from any judicial proceeding instituted by the Certificate Trustee pursuant to Section 5.03 hereof) is made to the Certificate Trustee, as holder of Notes Bonds of such Bond Issuer of any Series or ClassTranche, the Certificate Trustee upon receipt shall immediately deposit the aggregate amount of such Payment or Special Payment in the a Certificate Account for the corresponding Series or Class Tranche of Certificates. If a Swap has been executed with respect to any Series or Class of Certificates, the proceeds of such Payment or Special Payment in any Certificate Account shall be applied to satisfy any Swap Payment, or if a payment is due to the Trust under the Swap, any Swap Revenue shall be credited to such Certificate Account. Upon the sale of any Note Bond of a Bond Issuer by the Certificate Trustee pursuant to Article V and the realization of any proceeds thereof or the institution of any judicial proceeding by the Certificate Trustee pursuant to Section 5.03 hereof and the realization of any proceeds thereofamounts therefrom, the Certificate Trustee shall deposit the aggregate amount of such proceeds as a Special Payment in the respective Certificate Accounts for each Tranche of Certificates. All Special Payments not promptly distributed shall be deposited in a Certificate Account for the Series or Class of Certificates corresponding to the Series or Class of the Note so soldconstituting a securities account as provided in Section 4.04. (bii) The Certificate Trustee hereby confirms that the applicable Certificate Accounts are, or at inception will be established as, a “deposit account” as such term is defined in the UCC. (iii) The Securities Intermediary hereby confirms that (A) the applicable Certificate Accounts are, or at inception will be established as, a “securities account” as such term is defined in Section 8-501(a) of the UCC, (B) it is a “securities intermediary” (as such term is defined in Section 8-102(a) (14) of the UCC) and is acting in such capacity with respect to such securities accounts, and (C) the Certificate Trustee is the sole “entitlement holder” (as such term is defined in Section 8-102(a)(7) of the UCC) with respect to such securities accounts and no other Person shall present have the right to give “entitlement orders” (as such term is defined in Section 8-102(a)(8)) with respect to such securities accounts. The Securities Intermediary hereby further agrees that each item of property (whether investment property (but expressly excluding the Bonds), financial asset, security, instrument or cash) received by it will be credited to the Note applicable Certificate Account and shall be treated by it as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. (iv) Notwithstanding anything to the contrary, the State of New York shall be deemed to be the jurisdiction of the Certificate Trustee and the Securities Intermediary for payment each Note on its Final Maturity Datepurposes of the UCC, orand the Certificate Accounts (as well as the securities entitlements related thereto, in to the case extent such Certificate Accounts constitute securities accounts) shall be governed by the laws of any redemption or repayment the State of such Note in full prior to its Final Maturity Date, on the applicable Payment Date thereforNew York.