Common use of Control of Subject Accounts by Secured Party Clause in Contracts

Control of Subject Accounts by Secured Party. (a) Subject to Section 3.1(b), the Securities Intermediary shall comply with any entitlement order originated by the Secured Party, the Servicer or the Issuer. The Securities Intermediary, the Issuer, the Servicer and the Secured Party agree that the Securities Intermediary shall comply with any entitlement order originated by the Secured Party without further consent of the Issuer or the Servicer. The Servicer is hereby authorized to (i) direct the withdrawal of funds from the Subject Accounts to make distributions in accordance with the Sale and Servicing Agreement and the Indenture and (ii) direct the transfer or redemption of any financial asset relating to the Subject Accounts, in each case until and unless such authorization is revoked in writing by the Secured Party. (b) If the Secured Party notifies the Securities Intermediary that the Secured Party will exercise exclusive control over the Subject Accounts (a “notice of exclusive control”), then the Securities Intermediary shall not comply with any contrary or otherwise inconsistent instructions or other directions concerning the Subject Accounts originated by the Issuer or the Servicer unless and until such notice of exclusive control is withdrawn by the Secured Party. The Secured Party shall only give such notice of exclusive control upon the occurrence and during the continuance of an Event of Default and the acceleration of the payment of principal and interest on the Notes in accordance with the Indenture (without the related declaration of acceleration and its consequences having been rescinded or annulled), after expiration of the related period specified in Article V of the Indenture limiting actions in respect of such Event of Default.