Common use of Establishment and Maintenance of Collateral Accounts Clause in Contracts

Establishment and Maintenance of Collateral Accounts. (a) The Grantor has directed the Securities Intermediary to establish, and the Securities Intermediary hereby does establish, the Collections Account and Issuer Accounts (in each case as defined in the Indenture,) which are listed on Schedule 1 hereto (such accounts including each subaccount thereof and each successor account thereto, collectively, the “Pledged Accounts”) each to be maintained by the Securities Intermediary as a security intermediary in the name of the Secured Party and for which the Secured Party is the customer of the Securities Intermediary, to hold the funds deposited therein, in the case of the Collections Account, for the benefit of the Secured Party and the Noteholders, and in the case of the Issuer Accounts, for the benefit of the Secured Party and the applicable Noteholders. The Securities Intermediary covenants and agrees that it shall not change the name or account number of any Pledged Account without the prior written consent of the Secured Party. Schedule I hereto may be amended or supplemented from time to time by written agreement of the parties, and from the date of any such amendment or supplement each account listed thereon (including each subaccount thereof and each successor account thereto) shall also be a Pledged Account hereunder. (b) Each of the parties hereto acknowledges and agrees that the Pledged Accounts are intended to be “securities accounts” (as defined in Section 8-501 of the UCC). (c) The Securities Intermediary covenants and agrees that: (i) all securities or other property underlying any financial assets credited to any Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities

Establishment and Maintenance of Collateral Accounts. (a) The Grantor has directed the Securities Intermediary to establish, and the Securities Intermediary hereby does establish, the Collections Account and Issuer Accounts (in each case as defined in the Indenture,) which are listed on Schedule 1 hereto (such accounts including each subaccount thereof and each successor account thereto, collectively, the “Pledged Accounts”) each to be maintained by the Securities Intermediary as a security intermediary in the name of the Secured Party and for which the Secured Party is the customer of the Securities Intermediary, to hold the funds deposited therein, in the case of the Collections Account, for the benefit of the Secured Party and the Noteholders, and in the case of the Issuer Accounts, for the benefit of the Secured Party and the applicable Noteholders. The Securities Intermediary covenants and agrees that it shall not change the name or account number of any Pledged Account without the prior written consent of the Secured Party. Schedule I hereto may be amended or supplemented from time to time by written agreement of the parties, and from the date of any such amendment or supplement each account listed thereon (including each subaccount thereof and each successor account thereto) shall also be a Pledged Account hereunder. (b) Each of the parties hereto acknowledges and agrees that the Pledged Accounts are intended to be “securities accounts” (as defined in Section 8-501 of the UCC). (c) The Securities Intermediary covenants and agrees that: (i) all securities or other property underlying any financial assets credited to any Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities.

Establishment and Maintenance of Collateral Accounts. (a) The Grantor has directed the Securities Intermediary to establish, and the Securities Intermediary hereby does establish, the Collections Account and Issuer Accounts (in each case as defined in the Indenture,) which are listed on Schedule 1 hereto (such accounts including each subaccount thereof and each successor account thereto, collectively, the “Pledged Accounts”) each to be maintained by the Securities Intermediary as a security intermediary in the name of the Secured Party and for which the Secured Party is the customer of the Securities Intermediary, to hold the funds deposited therein, in the case of the Collections AccountAccounts, for the benefit of the Secured Party and the Noteholders, and in the case of the Issuer Accounts, for the benefit of the Secured Party and the applicable Noteholders. The Securities Intermediary covenants and agrees that it shall not change the name or account number of any Pledged Account without the prior written consent of the Secured Party. Schedule I hereto may be amended or supplemented from time to time by written agreement of the parties, and from the date of any such amendment or supplement each account listed thereon (including each subaccount thereof and each successor account thereto) shall also be a Pledged Account hereunder. (b) Each of the parties hereto acknowledges and agrees that the Pledged Accounts are intended to be “securities accounts” (as defined in Section 8-501 of the UCC). (c) The Securities Intermediary covenants and agrees that: (i) all securities or other property underlying any financial assets credited to any Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities.

Establishment and Maintenance of Collateral Accounts. (a) The Grantor has directed Company hereby appoints the Securities Intermediary to establish, and the Securities Intermediary does hereby does establishestablish pursuant to the Account Control Agreement, each of the Custodial Account, the Collections Collection Account, the MV Cure Account and Issuer Accounts the Unfunded Exposure Account (in each case as defined in the Indenture,) which are listed on Schedule 1 hereto (such accounts including each subaccount thereof and each successor account thereto, collectively, the “Pledged Collateral Accounts”) each to be maintained by the ). The Securities Intermediary agrees to maintain the Collateral Accounts in accordance with the Account Control Agreement as a security intermediary “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC), in the name of the Secured Party and for which Company subject to the Secured Party is the customer lien of the Collateral Agent. Nothing herein shall require the Securities Intermediary, Intermediary to hold credit to any Collateral Account or to treat as a financial asset (within the funds deposited therein, meaning of Section 8-102(a)(9) of the UCC) any asset in the case nature of the Collections Account, for the benefit of the Secured Party and the Noteholders, and in the case of the Issuer Accounts, for the benefit of the Secured Party and the applicable Noteholders. The Securities Intermediary covenants and agrees that it shall not change the name or account number of any Pledged Account without the prior written consent of the Secured Party. Schedule I hereto may be amended or supplemented from time to time by written agreement of the parties, and from the date of any such amendment or supplement each account listed thereon (including each subaccount thereof and each successor account thereto) shall also be a Pledged Account hereunder. (b) Each of the parties hereto acknowledges and agrees that the Pledged Accounts are intended to be “securities accounts” general intangible (as defined in Section 9-102(a)(42) of the UCC) or to “maintain” a sufficient quantity thereof (within the meaning of Section 8-501 504 of the UCC). Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (ca) The interests in loans may be acquired and delivered by the Borrower to the Securities Intermediary covenants or the Collateral Agent from time to time that are not evidenced by, or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102) or an instrument (as that term is defined in Section 9-102(a)(47) of the UCC), and agrees that: may be evidenced solely by delivery to the Collateral Agent of a facsimile copy of an assignment agreement (i“Loan Assignment Agreement”) all securities in favor of the Borrower as assignee, (b) any such Loan Assignment Agreement (and the registration of the related loan on the books and records of the applicable obligor or other property underlying any financial assets credited to any Securities Account bank agent) shall be registered in the name of the Securities Intermediary, indorsed to Borrower and (c) any duty on the part of the Securities Intermediary or indorsed Collateral Agent with respect to such loan (including in blank or credited respect of any duty it might otherwise have to another securities account maintained maintain a sufficient quantity of such loan for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Collateral Agent in the name physical custody of any such Loan Assignment Agreement that may be delivered to it. It is acknowledged and agreed that neither the SecuritiesCollateral Agent nor the Securities Intermediary is under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), or for the issuer’s title to any related loan.