Common use of Control of Trust Accounts and Spread Account Clause in Contracts

Control of Trust Accounts and Spread Account. (a) The Indenture Trustee hereby expressly agrees with the Indenture Collateral Agent that all matters relating to the Trust Accounts (collectively, the “Controlled Accounts”) shall be governed by the laws of the State of New York. Amounts held from time to time in the Trust Accounts will continue to be held by the Indenture Trustee for the benefit of the Indenture Collateral Agent, for the benefit of the Noteholders and the Certificateholders and, if applicable, the Letter of Credit Provider. Citibank N.A. hereby accepts such appointment as Indenture Trustee. If at any time any of the Controlled Accounts are moved to another institution, which move shall only be allowed in accordance with Section 5.1(d) of this Agreement, such institution shall be appointed the Indenture Trustee. (b) With respect to the Trust Account Property credited to the Trust Accounts or any property credited to the Spread Account (the “Spread Account Property” and together with the Trust Account Property, the “Controlled Property”), the Indenture Trustee agrees that: (i) with respect to any Controlled Property that is held in deposit accounts, each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (ii) the sole assets permitted in the Controlled Accounts shall be those as the Indenture Trustee agrees to treat as Financial Assets; and (iii) any such Controlled Property that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Indenture Trustee or other eligible institution maintaining any Controlled Account in accordance with the Indenture Trustee’s customary procedures such that the Indenture Trustee or such other institution establishes a security entitlement in favor of the Indenture Collateral Agent with respect thereto over which the Indenture Trustee or such other institution has Control. (c) The Indenture Trustee hereby confirms that (i) each Controlled Account is an account to which Financial Assets are or may be credited, and the Indenture Trustee shall, subject to the terms of this Agreement, treat the Indenture Collateral Agent as entitled to exercise the rights that comprise any Financial Asset credited to any Controlled Account, (ii) all Controlled Property in respect of any Controlled Account will be promptly credited by the Indenture Trustee to such account, and (iii) all securities or other property underlying any Financial Assets credited to any Controlled Account shall be registered in the name of the Indenture Trustee, endorsed to the Indenture Trustee or in blank or credited to another securities account maintained in the name of the Indenture Trustee and in no case will any Financial Asset credited to any Controlled Account be registered in the name of the Servicer, the Depositor or the Issuer, payable to the order of the Servicer, the Depositor or the Issuer or specially endorsed to the Servicer, the Depositor or the Issuer, except to the extent the foregoing have been specially endorsed to the Indenture Trustee or in blank. (d) The Indenture Trustee hereby agrees that each item of property (whether investment property, security, instrument, any Eligible Investment or cash) credited to any Controlled Account shall be treated as a Financial Asset. (e) If at any time the Indenture Trustee shall receive an Entitlement Order from the Indenture Collateral Agent, the Indenture Trustee shall comply with such Entitlement Order without further consent by the Servicer, the Depositor, the Issuer or any other Person. (f) In the event that the Indenture Trustee, in its capacity as securities intermediary, has obtained or subsequently obtains by agreement, operation of law or otherwise a security interest in any Controlled Account or any Financial Asset credited thereto, the Indenture Trustee, in its capacity as securities intermediary, hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets credited to the Controlled Accounts will not be subject to deduction, setoff, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee and the Indenture Collateral Agent (except that the Indenture Trustee may setoff (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Controlled Accounts, and (ii) the face amount of any checks which have been credited to any Controlled Account but are subsequently returned unpaid because of uncollected or insufficient funds). (g) There are no other agreements entered into between the Indenture Trustee in such capacity and the Servicer, the Depositor or the Issuer with respect to any Controlled Account. In the event of any conflict with respect to any Controlled Account between this Agreement (or any provision of this Agreement) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. (h) The rights and powers granted under the Indenture and herein to the Indenture Trustee and the Indenture Collateral Agent have been granted in order to perfect its security interest in the Controlled Accounts and the security entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will neither be affected by the bankruptcy of the Servicer, the Depositor, or the Issuer nor by the lapse of time. The obligations of the Indenture Trustee hereunder shall continue in effect until the security interest of the Indenture Trustee and the Indenture Collateral Agent in the Controlled Accounts, and in such security entitlements, has been terminated pursuant to the terms of this Agreement. (i) Notwithstanding anything else contained herein, the Depositor and the Issuer agree that the Controlled Accounts will be established only with the Indenture Trustee or another institution meeting the requirements of this Section, which by acceptance of its appointment as Indenture Trustee agrees substantially as follows: (1) it will comply with Entitlement Orders related to the Controlled Accounts issued by the Indenture Collateral Agent without further consent by the Servicer, the Depositor, or the Issuer; (2) until discharge of the Indenture, it will not enter into any other agreement related to such accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Collateral Agent; and (3) all assets delivered or credited to it in connection with such accounts and all investments thereof will be promptly credited to the applicable account. (j) None of the Indenture Trustee or any director, officer, employee or agent of the Indenture Trustee shall be under any liability to the Indenture Collateral Agent or the Noteholders or the Certificateholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Indenture Trustee against any liability to the Indenture Collateral Agent or the Noteholders or the Certificateholders which would otherwise be imposed by reason of the Indenture Trustee’s willful misconduct, bad faith or negligence in the performance of its obligations or duties hereunder. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Indenture Trustee shall be under no duty to inquire into or investigate the validity, accuracy or content of such document. The Indenture Trustee and the Indenture Collateral Agent shall be afforded the same rights, protections, immunities and indemnities as they are entitled to under the Indenture. The Issuer shall indemnify the Indenture Trustee for and hold it harmless against any loss, liability or expense arising out of or in connection with this Agreement and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability, except in those cases where the Indenture Trustee has been guilty of willful misconduct, bad faith or negligence. The foregoing indemnification shall survive any termination of this Agreement.

Control of Trust Accounts and Spread Account. (a) The Indenture Trustee Administrator hereby expressly agrees with the Indenture Trustee and the Indenture Collateral Agent that all matters relating to the Trust Accounts (collectively, the “Controlled Accounts”) shall be governed by the laws of the State of New York. Amounts held from time to time in the Trust Accounts will continue to be held by the Indenture Trustee Administrator for the benefit of the Indenture Collateral Agent, for the benefit of the Noteholders and the Certificateholders [and, if applicable, the Letter of Credit Provider. Citibank N.A. .] [_____] hereby accepts such appointment as Indenture TrusteeAdministrator. If at any time any of the Controlled Accounts are moved to another institution, which move shall only be allowed in accordance with Section 5.1(d) of this Agreement, such institution shall be appointed the Indenture TrusteeAdministrator. (b) With respect to the Trust Account Property credited to the Trust Accounts or any property credited to the Spread Account (the “Spread Account Property” and together with the Trust Account Property, the “Controlled Property”), the Indenture Trustee Administrator agrees that: (i) with respect to any Controlled Property that is held in deposit accounts, each such deposit account shall be subject to the exclusive custody and control of the Indenture TrusteeAdministrator, and the Indenture Trustee Administrator shall have sole signature authority with respect thereto; (ii) the sole assets permitted in the Controlled Accounts shall be those as the Indenture Trustee Administrator agrees to treat as Financial Assets; and (iii) any such Controlled Property that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Indenture Trustee Administrator or other eligible institution maintaining any Controlled Account in accordance with the Indenture TrusteeAdministrator’s customary procedures such that the Indenture Trustee Administrator or such other institution establishes a security entitlement Security Entitlement in favor of the Indenture Collateral Agent with respect thereto over which the Indenture Trustee Administrator or such other institution has Control. (c) The Indenture Trustee Administrator hereby confirms that (i) each Controlled Account is an account to which Financial Assets are or may be credited, and the Indenture Trustee Administrator shall, subject to the terms of this Agreement, treat the Indenture Trustee and the Indenture Collateral Agent as entitled to exercise the rights that comprise any Financial Asset credited to any Controlled Account, (ii) all Controlled Property in respect of any Controlled Account will be promptly credited by the Indenture Trustee Administrator to such account, and (iii) all securities or other property underlying any Financial Assets credited to any Controlled Account shall be registered in the name of the Indenture TrusteeAdministrator, endorsed to the Indenture Trustee Administrator or in blank or credited to another securities account maintained in the name of the Indenture Trustee Administrator and in no case will any Financial Asset credited to any Controlled Account be registered in the name of the Servicer, the Depositor or the Issuer, payable to the order of the Servicer, the Depositor or the Issuer or specially endorsed to the Servicer, the Depositor or the Issuer, except to the extent the foregoing have been specially endorsed to the Indenture Trustee Administrator or in blank. (d) The Indenture Trustee hereby agrees that each item of property (whether investment property, security, instrument, any Eligible Investment or cash) credited to any Controlled Account shall be treated as a Financial Asset. (e) If at any time the Indenture Trustee shall receive an Entitlement Order from the Indenture Collateral Agent, the Indenture Trustee shall comply with such Entitlement Order without further consent by the Servicer, the Depositor, the Issuer or any other Person. (f) In the event that the Indenture Trustee, in its capacity as securities intermediary, has obtained or subsequently obtains by agreement, operation of law or otherwise a security interest in any Controlled Account or any Financial Asset credited thereto, the Indenture Trustee, in its capacity as securities intermediary, hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets credited to the Controlled Accounts will not be subject to deduction, setoff, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee and the Indenture Collateral Agent (except that the Indenture Trustee may setoff (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Controlled Accounts, and (ii) the face amount of any checks which have been credited to any Controlled Account but are subsequently returned unpaid because of uncollected or insufficient funds). (g) There are no other agreements entered into between the Indenture Trustee in such capacity and the Servicer, the Depositor or the Issuer with respect to any Controlled Account. In the event of any conflict with respect to any Controlled Account between this Agreement (or any provision of this Agreement) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. (h) The rights and powers granted under the Indenture and herein to the Indenture Trustee and the Indenture Collateral Agent have been granted in order to perfect its security interest in the Controlled Accounts and the security entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will neither be affected by the bankruptcy of the Servicer, the Depositor, or the Issuer nor by the lapse of time. The obligations of the Indenture Trustee hereunder shall continue in effect until the security interest of the Indenture Trustee and the Indenture Collateral Agent in the Controlled Accounts, and in such security entitlements, has been terminated pursuant to the terms of this Agreement. (i) Notwithstanding anything else contained herein, the Depositor and the Issuer agree that the Controlled Accounts will be established only with the Indenture Trustee or another institution meeting the requirements of this Section, which by acceptance of its appointment as Indenture Trustee agrees substantially as follows: (1) it will comply with Entitlement Orders related to the Controlled Accounts issued by the Indenture Collateral Agent without further consent by the Servicer, the Depositor, or the Issuer; (2) until discharge of the Indenture, it will not enter into any other agreement related to such accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Collateral Agent; and (3) all assets delivered or credited to it in connection with such accounts and all investments thereof will be promptly credited to the applicable account. (j) None of the Indenture Trustee or any director, officer, employee or agent of the Indenture Trustee shall be under any liability to the Indenture Collateral Agent or the Noteholders or the Certificateholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Indenture Trustee against any liability to the Indenture Collateral Agent or the Noteholders or the Certificateholders which would otherwise be imposed by reason of the Indenture Trustee’s willful misconduct, bad faith or negligence in the performance of its obligations or duties hereunder. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Indenture Trustee shall be under no duty to inquire into or investigate the validity, accuracy or content of such document. The Indenture Trustee and the Indenture Collateral Agent shall be afforded the same rights, protections, immunities and indemnities as they are entitled to under the Indenture. The Issuer shall indemnify the Indenture Trustee for and hold it harmless against any loss, liability or expense arising out of or in connection with this Agreement and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability, except in those cases where the Indenture Trustee has been guilty of willful misconduct, bad faith or negligence. The foregoing indemnification shall survive any termination of this Agreement.

Control of Trust Accounts and Spread Account. (a) The Indenture Trustee Administrator hereby expressly agrees with the Indenture Trustee and the Indenture Collateral Agent that all matters relating to the Trust Accounts (collectively, the “Controlled Accounts”) shall be governed by the laws of the State of New York. Amounts held from time to time in the Trust Accounts will continue to be held by the Indenture Trustee Administrator for the benefit of the Indenture Collateral Agent, for the benefit of the Noteholders and the Certificateholders and, if applicable, the Letter of Credit Provider. Citibank N.A. hereby accepts such appointment as Indenture TrusteeAdministrator. If at any time any of the Controlled Accounts are moved to another institution, which move shall only be allowed in accordance with Section 5.1(d) of this Agreement, such institution shall be appointed the Indenture TrusteeAdministrator. (b) With respect to the Trust Account Property credited to the Trust Accounts or any property credited to the Spread Account (the “Spread Account Property” and together with the Trust Account Property, the “Controlled Property”), the Indenture Trustee Administrator agrees that: (i) with respect to any Controlled Property that is held in deposit accounts, each such deposit account shall be subject to the exclusive custody and control of the Indenture TrusteeAdministrator, and the Indenture Trustee Administrator shall have sole signature authority with respect thereto; (ii) the sole assets permitted in the Controlled Accounts shall be those as the Indenture Trustee Administrator agrees to treat as Financial Assets; and (iii) any such Controlled Property that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Indenture Trustee Administrator or other eligible institution maintaining any Controlled Account in accordance with the Indenture TrusteeAdministrator’s customary procedures such that the Indenture Trustee Administrator or such other institution establishes a security entitlement in favor of the Indenture Collateral Agent with respect thereto over which the Indenture Trustee Administrator or such other institution has Control. (c) The Indenture Trustee Administrator hereby confirms that (i) each Controlled Account is an account to which Financial Assets are or may be credited, and the Indenture Trustee Administrator shall, subject to the terms of this Agreement, treat the Indenture Trustee and the Indenture Collateral Agent as entitled to exercise the rights that comprise any Financial Asset credited to any Controlled Account, (ii) all Controlled Property in respect of any Controlled Account will be promptly credited by the Indenture Trustee Administrator to such account, and (iii) all securities or other property underlying any Financial Assets credited to any Controlled Account shall be registered in the name of the Indenture TrusteeAdministrator, endorsed to the Indenture Trustee Administrator or in blank or credited to another securities account maintained in the name of the Indenture Trustee Administrator and in no case will any Financial Asset credited to any Controlled Account be registered in the name of the Servicer, the Depositor or the Issuer, payable to the order of the Servicer, the Depositor or the Issuer or specially endorsed to the Servicer, the Depositor or the Issuer, except to the extent the foregoing have been specially endorsed to the Indenture Trustee Administrator or in blank. (d) The Indenture Trustee Administrator hereby agrees that each item of property (whether investment property, security, instrument, any Eligible Investment or cash) credited to any Controlled Account shall be treated as a Financial Asset. (e) If at any time the Indenture Trustee Administrator shall receive an Entitlement Order from the Indenture Trustee or the Indenture Collateral Agent, the Indenture Trustee Administrator shall comply with such Entitlement Order without further consent by the Servicer, the Depositor, the Issuer or any other Person. (f) In the event that the Indenture TrusteeAdministrator, in its capacity as securities intermediary, has obtained or subsequently obtains by agreement, operation of law or otherwise a security interest in any Controlled Account or any Financial Asset credited thereto, the Indenture TrusteeAdministrator, in its capacity as securities intermediary, hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets credited to the Controlled Accounts will not be subject to deduction, setoff, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee and the Indenture Collateral Agent (except that the Indenture Trustee Administrator may setoff (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Controlled Accounts, and (ii) the face amount of any checks which have been credited to any Controlled Account but are subsequently returned unpaid because of uncollected or insufficient funds). (g) There are no other agreements entered into between the Indenture Trustee Administrator in such capacity and the Servicer, the Depositor or the Issuer with respect to any Controlled Account. In the event of any conflict with respect to any Controlled Account between this Agreement (or any provision of this Agreement) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. (h) The rights and powers granted under the Indenture and herein to the Indenture Trustee and the Indenture Collateral Agent have been granted in order to perfect its security interest in the Controlled Accounts and the security entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will neither be affected by the bankruptcy of the Servicer, the Depositor, or the Issuer nor by the lapse of time. The obligations of the Indenture Trustee Administrator hereunder shall continue in effect until the security interest of the Indenture Trustee and the Indenture Collateral Agent in the Controlled Accounts, and in such security entitlements, has been terminated pursuant to the terms of this AgreementAgreement and the Indenture Trustee or the Indenture Collateral Agent has notified the Indenture Administrator of such termination in writing. (i) Notwithstanding anything else contained herein, the Depositor and the Issuer agree that the Controlled Accounts will be established only with the Indenture Trustee Administrator or another institution meeting the requirements of this Section, which by acceptance of its appointment as Indenture Trustee Administrator agrees substantially as follows: (1) it will comply with Entitlement Orders related to the Controlled Accounts issued by the Indenture Collateral Agent without further consent by the Servicer, the Depositor, or the Issuer; (2) until discharge of the Indenture, it will not enter into any other agreement related to such accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Collateral Agent; and (3) all assets delivered or credited to it in connection with such accounts and all investments thereof will be promptly credited to the applicable account. (j) None of the Indenture Administrator, the Indenture Trustee or any director, officer, employee or agent of the Indenture Administrator or the Indenture Trustee shall be under any liability to the Indenture Collateral Agent or the Noteholders or the Certificateholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Indenture Administrator or the Indenture Trustee against any liability to the Indenture Collateral Agent or the Noteholders or the Certificateholders which would otherwise be imposed by reason of the Indenture Administrator’s or the Indenture Trustee’s willful misconduct, bad faith or negligence in the performance of its obligations or duties hereunder. The Indenture Administrator, the Indenture Trustee and any director, officer, employee or agent of the Indenture Administrator and the Indenture Trustee may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Neither the Indenture Administrator nor the Indenture Trustee shall be under no any duty to inquire into or investigate the validity, accuracy or content of such document. The Indenture Trustee Trustee, Indenture Administrator and the Indenture Collateral Agent shall be afforded the same rights, protections, immunities and indemnities as they are entitled to under the Indenture. The Issuer shall indemnify the Indenture Administrator and the Indenture Trustee for and hold it harmless against any loss, liability or expense arising out of or in connection with this Agreement and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability, except in those cases where the Indenture Administrator or the Indenture Trustee has been guilty of willful misconduct, bad faith or negligence. The foregoing indemnification shall survive any termination of this Agreement.

Control of Trust Accounts and Spread Account. (a) The Indenture Trustee Administrator hereby expressly agrees with the Indenture Trustee and the Indenture Collateral Agent that all matters relating to the Trust Accounts (collectively, the “Controlled Accounts”) shall be governed by the laws of the State of New York. Amounts held from time to time in the Trust Accounts will continue to be held by the Indenture Trustee Administrator for the benefit of the Indenture Collateral Agent, for the benefit of the Noteholders and the Certificateholders and, if applicable, the Letter of Credit Provider. Citibank Citibank, N.A. hereby accepts such appointment as Indenture TrusteeAdministrator. If at any time any of the Controlled Accounts are moved to another institution, which move shall only be allowed in accordance with Section 5.1(d) of this Agreement, such institution shall be appointed the Indenture TrusteeAdministrator. (b) With respect to the Trust Account Property credited to the Trust Accounts or any property credited to the Spread Account (the “Spread Account Property” and together with the Trust Account Property, the “Controlled Property”), the Indenture Trustee Administrator agrees that: (i) with respect to any Controlled Property that is held in deposit accounts, each such deposit account shall be subject to the exclusive custody and control of the Indenture TrusteeAdministrator, and the Indenture Trustee Administrator shall have sole signature authority with respect thereto; (ii) the sole assets permitted in the Controlled Accounts shall be those as the Indenture Trustee Administrator agrees to treat as Financial Assets; and (iii) any such Controlled Property that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Indenture Trustee Administrator or other eligible institution maintaining any Controlled Account in accordance with the Indenture TrusteeAdministrator’s customary procedures such that the Indenture Trustee Administrator or such other institution establishes a security entitlement Security Entitlement in favor of the Indenture Collateral Agent with respect thereto over which the Indenture Trustee Administrator or such other institution has Control. (c) The Indenture Trustee Administrator hereby confirms that (i) each Controlled Account is an account to which Financial Assets are or may be credited, and the Indenture Trustee Administrator shall, subject to the terms of this Agreement, treat the Indenture Trustee and the Indenture Collateral Agent as entitled to exercise the rights that comprise any Financial Asset credited to any Controlled Account, (ii) all Controlled Property in respect of any Controlled Account will be promptly credited by the Indenture Trustee Administrator to such account, and (iii) all securities or other property underlying any Financial Assets credited to any Controlled Account shall be registered in the name of the Indenture TrusteeAdministrator, endorsed to the Indenture Trustee Administrator or in blank or credited to another securities account maintained in the name of the Indenture Trustee Administrator and in no case will any Financial Asset credited to any Controlled Account be registered in the name of the Servicer, the Depositor or the Issuer, payable to the order of the Servicer, the Depositor or the Issuer or specially endorsed to the Servicer, the Depositor or the Issuer, except to the extent the foregoing have been specially endorsed to the Indenture Trustee Administrator or in blank. (d) The Indenture Trustee Administrator hereby agrees that each item of property (whether investment property, security, instrument, any Eligible Investment or cash) credited to any Controlled Account shall be treated as a Financial Asset. (e) If at any time the Indenture Trustee Administrator shall receive an Entitlement Order from the Indenture Trustee or the Indenture Collateral Agent, the Indenture Trustee Administrator shall comply with such Entitlement Order without further consent by the Servicer, the Depositor, the Issuer or any other Person. (f) In the event that the Indenture Trustee, in its capacity as securities intermediary, Administrator has obtained or subsequently obtains by agreement, operation of law or otherwise a security interest in any Controlled Account or any Financial Asset credited thereto, the Indenture Trustee, in its capacity as securities intermediary, Administrator hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets credited to the Controlled Accounts will not be subject to deduction, setoff, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee and the Indenture Collateral Agent (except that the Indenture Trustee Administrator may setoff (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Controlled Accounts, and (ii) the face amount of any checks which have been credited to any Controlled Account but are subsequently returned unpaid because of uncollected or insufficient funds). (g) There are no other agreements entered into between the Indenture Trustee Administrator in such capacity and the Servicer, the Depositor or the Issuer with respect to any Controlled Account. In the event of any conflict with respect to any Controlled Account between this Agreement (or any provision of this Agreement) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. (h) The rights and powers granted under the Indenture and herein to the Indenture Trustee and the Indenture Collateral Agent have been granted in order to perfect its security interest in the Controlled Accounts and the security entitlements Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will neither be affected by the bankruptcy of the Servicer, the Depositor, or the Issuer nor by the lapse of time. The obligations of the Indenture Trustee Administrator hereunder shall continue in effect until the security interest of the Indenture Trustee and the Indenture Collateral Agent in the Controlled Accounts, and in such security entitlementsSecurity Entitlements, has been terminated pursuant to the terms of this AgreementAgreement and the Indenture Trustee or the Indenture Collateral Agent has notified the Indenture Administrator of such termination in writing. (i) Notwithstanding anything else contained herein, the Depositor and the Issuer agree that the Controlled Accounts will be established only with the Indenture Trustee Administrator or another institution meeting the requirements of this Section, which by acceptance of its appointment as Indenture Trustee Administrator agrees substantially as follows: (1) it will comply with Entitlement Orders related to the Controlled Accounts issued by the Indenture Collateral Agent without further consent by the Servicer, the Depositor, or the Issuer; (2) until discharge of the Indenture, it will not enter into any other agreement related to such accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Collateral Agent; and (3) all assets delivered or credited to it in connection with such accounts and all investments thereof will be promptly credited to the applicable account. (j) None of the Indenture Trustee Administrator or any director, officer, employee or agent of the Indenture Trustee Administrator shall be under any liability to the Indenture Collateral Agent or the Noteholders or the Certificateholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Indenture Trustee Administrator against any liability to the Indenture Collateral Agent or the Noteholders or the Certificateholders which would otherwise be imposed by reason of the Indenture TrusteeAdministrator’s willful misconduct, bad faith or negligence in the performance of its obligations or duties hereunder. The Indenture Trustee Administrator and any director, officer, employee or agent of the Indenture Trustee Administrator may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Indenture Trustee Administrator shall be under no duty to inquire into or investigate the validity, accuracy or content of such document. The Indenture Trustee and the Indenture Collateral Agent shall be afforded the same rights, protections, immunities and indemnities as they are entitled to under the Indenture. The Issuer shall indemnify the Indenture Trustee Administrator for and hold it harmless against any loss, liability or expense arising out of or in connection with this Agreement and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability, except in those cases where the Indenture Trustee Administrator has been guilty of willful misconduct, bad faith or negligence. The foregoing indemnification shall survive any termination of this Agreement.